purchase
by such Non-Offshore Currency Lender of a participating interest in the amount
equal to its Pro Rata Share times the aggregate then outstanding principal
amount (in the applicable Approved Offshore Currency) of the European Advances
denominated in such Applicable Offshore Currency.
Promptly upon receipt of such
request by any Non-Offshore Currency Lender, such Non-Offshore Currency Lender
shall deliver to the applicable Agent (in immediately available funds) the
amount so specified by such Agent.
The applicable Agent shall promptly deliver
the proceeds of such payments to the Fronting Lender in immediately available
funds.
Promptly following receipt thereof, the Fronting Lender will deliver to
such Non-Offshore Currency Lender (through the applicable Agent) a certificate
setting forth the amount of the Advances purchased by such Non-Offshore Currency
Lender, dated the date of receipt of such funds and in such amount.
Notwithstanding anything to the contrary contained in this Section 2.17, the
failure of any Non-Offshore Currency Lender to purchase its participating
interest in any Advances shall not relieve any other Non-Offshore Currency
Lender of its obligations hereunder to purchase its participating interest in a
timely manner, but no Non-Offshore Currency Lender shall be responsible for the
failure of any other Non-Offshore Currency Lender to purchase the participating
interest to be purchased by such other Non-Offshore Currency Lenders on any
date.
(D)
INTEREST PAYABLE FOR THE BENEFIT OF THE
FRONTING LENDER.
IF ANY AMOUNT REQUIRED TO BE PAID BY ANY NON-OFFSHORE CURRENCY
LENDER WITH RESPECT TO ANY ADVANCE PURSUANT TO SECTION 2.17(C) IS NOT PAID TO
THE APPLICABLE AGENT WITHIN ONE (1) BUSINESS DAY FOLLOWING THE DATE UPON WHICH
SUCH NON-OFFSHORE CURRENCY LENDER RECEIVES A REQUEST FROM THE APPLICABLE AGENT
OR THE FRONTING LENDER THAT SUCH NON-OFFSHORE CURRENCY LENDER FUND ITS
PARTICIPATING INTEREST RELATING TO SUCH ADVANCE, SUCH NON-OFFSHORE CURRENCY
LENDER SHALL PAY TO THE APPLICABLE AGENT ON DEMAND INTEREST ON SUCH AMOUNT AT A
RATE PER ANNUM EQUAL TO THE DEFAULTING LENDER RATE, DURING THE PERIOD FROM AND
INCLUDING THE DATE SUCH PAYMENT IS
63
REQUIRED TO BE MADE TO THE DATE ON WHICH SUCH PAYMENT IS IMMEDIATELY AVAILABLE
TO SUCH AGENT.
A CERTIFICATE FROM AN AGENT SUBMITTED TO ANY NON-OFFSHORE
CURRENCY LENDER WITH RESPECT TO ANY AMOUNTS OWING UNDER SECTION 2.17(C) OR THIS
SECTION 2.17(D) SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR. AMOUNTS
PAYABLE BY ANY NON-OFFSHORE CURRENCY LENDER PURSUANT TO SECTION 2.17(C) OR THIS
SECTION 2.17(D) SHALL BE PAID TO THE APPLICABLE AGENT, FOR THE ACCOUNT OF THE
FRONTING LENDER; PROVIDED THAT, IF THE APPLICABLE AGENT (IN ITS SOLE DISCRETION)
HAS ELECTED TO FUND ON BEHALF OF SUCH NON-OFFSHORE CURRENCY LENDER THE AMOUNTS
OWING TO THE FRONTING LENDER THEN THE AMOUNTS SHALL BE PAID TO SUCH AGENT, FOR
ITS OWN ACCOUNT.
(E)
DISTRIBUTIONS OF PAYMENTS MADE ON FRONTED
LOANS.
WHENEVER, AT ANY TIME AFTER THE FRONTING LENDER HAS RECEIVED FROM ANY
NON-OFFSHORE CURRENCY LENDER PAYMENT IN RESPECT OF SUCH NON-OFFSHORE CURRENCY
LENDER'S PARTICIPATING INTEREST IN AN ADVANCE PURSUANT TO THE ABOVE PROVISIONS
OF THIS SECTION 2.17, THE