SHALL (A) NOTIFY
THE ADMINISTRATIVE AGENT AND EACH OTHER LENDER OF THE RECEIPT OF SUCH PAYMENT
AND (B) APPLY A PORTION OF SUCH PAYMENT TO PURCHASE PARTICIPATIONS (WHICH IT
SHALL BE DEEMED TO HAVE PURCHASED FROM EACH SELLER OF A PARTICIPATION
SIMULTANEOUSLY UPON THE RECEIPT BY SUCH SELLER OF ITS PORTION OF SUCH PAYMENT)
IN THE AGGREGATE AMOUNTS DUE TO THE OTHER LENDERS SO THAT ALL SUCH RECOVERIES OF
AGGREGATE AMOUNTS DUE SHALL BE SHARED BY ALL LENDERS IN PROPORTION TO THE
AGGREGATE AMOUNTS DUE TO THEM; PROVIDED IF ALL OR PART OF SUCH PROPORTIONATELY
GREATER PAYMENT RECEIVED BY SUCH PURCHASING LENDER IS THEREAFTER RECOVERED FROM
SUCH LENDER UPON THE BANKRUPTCY OR REORGANIZATION OF THE BORROWER OR OTHERWISE,
THOSE PURCHASES SHALL BE RESCINDED AND THE PURCHASE PRICES PAID FOR SUCH
PARTICIPATIONS SHALL BE RETURNED TO SUCH PURCHASING LENDER RATABLY TO THE EXTENT
OF SUCH RECOVERY, BUT WITHOUT INTEREST.
THE BORROWER EXPRESSLY CONSENTS TO THE
FOREGOING ARRANGEMENT AND AGREES THAT ANY HOLDER OF A PARTICIPATION SO PURCHASED
MAY EXERCISE ANY AND ALL RIGHTS OF BANKER'S LIEN, SET-OFF OR COUNTERCLAIM WITH
RESPECT TO ANY AND ALL MONIES OWING BY THE BORROWER TO THAT HOLDER WITH RESPECT
THERETO AS FULLY AS IF THAT HOLDER WERE OWED THE AMOUNT OF THE PARTICIPATION
HELD BY THAT HOLDER.
2.17
MAKING OR MAINTAINING EURODOLLAR RATE LOANS.
(A)
DETERMINATION OF INTEREST RATE.
THE
EURODOLLAR RATE FOR EACH INTEREST PERIOD FOR EURODOLLAR RATE LOANS SHALL BE
DETERMINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE PROCEDURES SET FORTH IN
THE DEFINITION OF "EURODOLLAR RATE."
THE ADMINISTRATIVE AGENT'S DETERMINATION
SHALL BE PRESUMED TO BE CORRECT ABSENT MANIFEST ERROR AND SHALL BE BINDING ON
THE BORROWER.
(B)
INABILITY TO DETERMINE APPLICABLE INTEREST
RATE.
IN THE EVENT THAT THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED (WHICH
DETERMINATION SHALL BE FINAL AND CONCLUSIVE AND BINDING UPON ALL PARTIES
HERETO), ON ANY INTEREST PAYMENT DATE WITH RESPECT TO ANY EURODOLLAR RATE LOANS,
THAT BY REASON OF CIRCUMSTANCES AFFECTING THE LONDON INTERBANK MARKET, ADEQUATE
AND FAIR MEANS DO NOT EXIST FOR ASCERTAINING
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THE INTEREST RATE APPLICABLE TO SUCH LOANS ON THE BASIS PROVIDED FOR IN THE
DEFINITION OF EURODOLLAR RATE, THE ADMINISTRATIVE AGENT SHALL ON SUCH DATE GIVE
NOTICE (BY TELEFACSIMILE OR BY TELEPHONE CONFIRMED IN WRITING) TO THE BORROWER
AND EACH LENDER OF SUCH DETERMINATION, WHEREUPON (I) NO LOANS MAY BE MADE AS, OR
CONVERTED TO, EURODOLLAR RATE LOANS UNTIL SUCH TIME AS THE ADMINISTRATIVE AGENT
NOTIFIES THE BORROWER AND THE LENDERS THAT THE CIRCUMSTANCES GIVING RISE TO SUCH
NOTICE NO LONGER EXIST, AND (II) ANY FUNDING NOTICE OR CONVERSION/CONTINUATION
NOTICE GIVEN BY THE BORROWER WITH RESPECT TO THE LOANS IN RESPECT OF WHICH SUCH
DETERMINATION WAS MADE SHALL BE DEEMED TO BE RESCINDED BY THE BORROWER.
(C)
ILLEGALITY OR IMPRACTICABILITY OF
EURODOLLAR RATE LOANS.
IN THE EVENT THAT ON ANY DATE ANY LENDER SHALL HAVE
DETERMINED (WHICH DETERMINATION SHALL BE FINAL AND CONCLUSIVE AND BINDING UPON
ALL PARTIES HERETO BUT SHALL BE MADE ONLY AFTER CONSULTATION WITH THE BORROWER
AND THE ADMINISTRATIVE AGENT)