OR A LENDER TO A PARTICIPANT ON ACCOUNT OF AN ASSIGNMENT OF
LOANS OR PARTICIPATION) ON ACCOUNT OF THE LOANS OR THE LETTERS OF CREDIT (OTHER
THAN PURSUANT TO SECTION 2.10, 2.11, 2.12(B), 2.16 OR 3.3(B)) IN EXCESS OF ITS
RATABLE SHARE OF PAYMENTS ON ACCOUNT OF SUCH LOANS AND/OR THE LETTERS OF CREDIT
OBTAINED BY ALL THE LENDERS ENTITLED THERETO, SUCH LENDER SHALL FORTHWITH
PURCHASE FROM THE OTHER LENDERS NOTIFIED OF SUCH PAYMENT SUCH PARTICIPATIONS IN
SUCH LOANS AND/OR LETTERS OF CREDIT MADE BY THEM AS SHALL BE NECESSARY TO CAUSE
SUCH PURCHASING LENDER TO SHARE THE EXCESS PAYMENT RATABLY WITH EACH OF THEM;
PROVIDED THAT IF ALL OR ANY PORTION OF SUCH EXCESS PAYMENT IS THEREAFTER
RECOVERED FROM THE PURCHASING LENDER, SUCH PURCHASE FROM EACH SUCH LENDER SHALL
BE RESCINDED AND EACH SUCH LENDER SHALL REPAY TO THE PURCHASING LENDER THE
PURCHASE PRICE TO THE EXTENT OF SUCH RECOVERY TOGETHER WITH AN AMOUNT EQUAL TO
SUCH LENDER'S RATABLE SHARE (ACCORDING TO THE PROPORTION OF (A) THE AMOUNT OF
SUCH LENDER'S REQUIRED REPAYMENT TO (B) THE TOTAL AMOUNT SO RECOVERED FROM THE
PURCHASING LENDER) OF ANY INTEREST OR OTHER AMOUNT PAID OR PAYABLE BY THE
PURCHASING LENDER IN RESPECT OF THE TOTAL AMOUNT SO RECOVERED.
THE BORROWER
AGREES THAT ANY LENDER SO PURCHASING A PARTICIPATION FROM ANOTHER LENDER
PURSUANT TO THIS SECTION 2.17 MAY, TO THE FULLEST EXTENT PERMITTED BY LAW,
EXERCISE ALL ITS RIGHTS OF PAYMENT (INCLUDING THE RIGHT OF SETOFF) WITH RESPECT
TO SUCH PARTICIPATION AS FULLY AS IF SUCH LENDER WERE THE DIRECT CREDITOR OF THE
BORROWER IN THE AMOUNT OF SUCH PARTICIPATION.
SECTION 2.18.
WARRANTY.
EACH NOTICE OF BORROWING PURSUANT TO SECTION 2.4 AND
THE DELIVERY OF EACH LETTER OF CREDIT REQUEST PURSUANT TO SECTION 3.2, SHALL
AUTOMATICALLY CONSTITUTE A WARRANTY BY THE BORROWER TO THE ADMINISTRATIVE AGENT
AND EACH LENDER TO THE EFFECT THAT ON THE DATE OF SUCH REQUESTED BORROWING OR
THE ISSUANCE OF THE REQUESTED LETTER OF CREDIT, AS THE CASE MAY BE, (A) THE
WARRANTIES CONTAINED IN THE LOAN DOCUMENTS (EXCEPT TO THE EXTENT CHANGES IN
FACTS OR CONDITIONS ARE EXPRESSLY PERMITTED OR REQUIRED HEREUNDER OR THEREUNDER)
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH REQUESTED DATE AS
THOUGH MADE ON THE DATE THEREOF UNLESS AN EARLIER DATE IS SO SPECIFIED IN SUCH
REPRESENTATION AND WARRANTY AND (B) NO EVENT OF DEFAULT OR DEFAULT SHALL HAVE
THEN OCCURRED AND BE CONTINUING OR WILL RESULT THEREFROM.
SECTION 2.19.
CONDITIONS.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT (OTHER THAN AS SET FORTH IN SECTION 3.4), (A) NO LENDER (INCLUDING THE
SWING LINE LENDER) SHALL BE OBLIGATED TO MAKE ANY LOAN, (B) NO LENDER SHALL BE
OBLIGATED TO CONVERT INTO OR PERMIT THE CONTINUATION AT THE END OF THE
APPLICABLE INTEREST PERIOD OF ANY EURODOLLAR RATE LOAN (OTHER THAN ANY
EURODOLLAR RATE LOAN DENOMINATED IN AN ALTERNATIVE CURRENCY, IN WHICH CASE SUCH
EURODOLLAR RATE LOANS MAY BE CONTINUED AS EURODOLLAR RATE LOANS IN THEIR
ORIGINAL CURRENCY WITH AN INTEREST PERIOD