ACTION OR BY THE ENFORCEMENT OF ANY RIGHT UNDER THE CREDIT DOCUMENTS OR
OTHERWISE, OR AS ADEQUATE PROTECTION OF A DEPOSIT TREATED AS CASH COLLATERAL
UNDER THE BANKRUPTCY CODE, RECEIVE PAYMENT OR REDUCTION OF A PROPORTION OF THE
AGGREGATE AMOUNT OF PRINCIPAL, INTEREST, FEES AND OTHER AMOUNTS THEN DUE AND
OWING TO SUCH LENDER HEREUNDER OR UNDER THE OTHER CREDIT DOCUMENTS
(COLLECTIVELY, THE "AGGREGATE AMOUNTS DUE" TO SUCH LENDER) WHICH IS GREATER THAN
THE PROPORTION RECEIVED BY ANY OTHER LENDER IN RESPECT OF THE AGGREGATE AMOUNTS
DUE TO SUCH OTHER LENDER, THEN THE LENDER RECEIVING SUCH PROPORTIONATELY GREATER
PAYMENT 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
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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PURCHASES SHALL BE RESCINDED AND THE PURCHASE PRICES PAID FOR SUCH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 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