LOANS INTO LIBOR LOANS OR TO
CONVERT LIBOR LOANS INTO BASE RATE LOANS; PROVIDED, HOWEVER, THAT (I) LIBOR
LOANS MAY ONLY BE CONTINUED OR CONVERTED INTO BASE RATE LOANS ON THE LAST DAY OF
THE APPLICABLE INTEREST PERIOD, (II) LIBOR LOANS MAY NOT BE CONTINUED NOR MAY
BASE RATE LOANS BE CONVERTED INTO LIBOR LOANS DURING THE EXISTENCE OF A DEFAULT,
AND (III) ANY REQUEST TO CONTINUE A LIBOR LOAN THAT FAILS TO COMPLY WITH THE
TERMS OF THIS AGREEMENT INCLUDING THE TIME PERIODS IN 2.1.3 OR ANY FAILURE TO
REQUEST A CONTINUATION OF A LIBOR LOAN AT THE END OF AN INTEREST PERIOD SHALL
CONSTITUTE A CONVERSION TO A BASE RATE LOAN ON THE LAST DAY OF THE INTEREST
PERIOD.
ALL CONTINUATIONS AND CONVERSIONS MUST BE MADE UNIFORMLY AND RATABLY
AMONG THE LENDERS.
2.1.7
LENDERS' OBLIGATIONS TO FUND.
UNLESS THE AGENT HAS
RECEIVED NOTICE FROM A LENDER PRIOR TO THE DATE OF ANY REVOLVING CREDIT LOAN
THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE AGENT THE LENDER'S PERCENTAGE
INTEREST OF THE AGGREGATE PRINCIPAL AMOUNT OF SUCH REVOLVING CREDIT LOAN, THE
AGENT MAY ASSUME THAT THE LENDER HAS MADE ITS PERCENTAGE INTEREST OF THE
AGGREGATE PRINCIPAL AMOUNT OF SUCH REVOLVING CREDIT LOAN AVAILABLE TO THE AGENT
ON THE CLOSING DATE OF SUCH REVOLVING CREDIT LOAN IN ACCORDANCE WITH
SECTION 2.1.5, AND THE AGENT MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE
AVAILABLE TO THE BORROWERS A REVOLVING CREDIT LOAN IN A CORRESPONDING AMOUNT.
IF AND TO THE EXTENT THAT A LENDER HAS NOT MADE ITS PERCENTAGE INTEREST OF THE
AGGREGATE PRINCIPAL AMOUNT OF A REVOLVING CREDIT LOAN AVAILABLE TO THE AGENT,
SUCH DEFAULTING LENDER AND THE BORROWERS SEVERALLY AGREE TO REPAY OR PAY TO THE
AGENT FORTHWITH UPON DEMAND THE CORRESPONDING AMOUNT AND TO PAY INTEREST
THEREON, FOR EACH DAY FROM THE APPLICABLE CLOSING DATE THE AMOUNT IS MADE
AVAILABLE TO THE BORROWERS UNTIL THE DATE SUCH AMOUNT IS REPAID OR PAID TO THE
AGENT, AT (I) IN THE CASE OF THE BORROWERS, THE APPLICABLE RATE APPLICABLE AT
SUCH TIME UNDER SECTION 3.1 TO SUCH REVOLVING CREDIT LOAN, AND (II) IN THE CASE
OF THE DEFAULTING LENDER, THE FEDERAL FUNDS RATE FOR THE FIRST TWO BANKING DAYS
AND THE BASE RATE THEREAFTER.
IN ADDITION TO OTHER RIGHTS AND REMEDIES WHICH
THE AGENT MAY HAVE UNDER THE IMMEDIATELY PRECEDING PROVISION OR OTHERWISE, THE
AGENT SHALL BE ENTITLED (I) TO WITHHOLD OR SETOFF AND TO APPLY IN SATISFACTION
OF THE DEFAULTED PAYMENT AND ANY RELATED INTEREST, ANY AMOUNTS OTHERWISE PAYABLE
TO SUCH DEFAULTING LENDER UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
UNTIL SUCH DEFAULTED PAYMENT AND RELATED INTEREST HAS BEEN PAID IN FULL AND SUCH
DEFAULT NO LONGER EXISTS AND (II) TO BRING AN ACTION OR SUIT AGAINST SUCH
DEFAULTING LENDER IN A COURT OF COMPETENT JURISDICTION TO RECOVER THE DEFAULTED
AMOUNT AND ANY RELATED INTEREST.
ANY AMOUNTS RECEIVED BY THE AGENT IN RESPECT
OF A SUCH DEFAULTING LENDER'S BASE RATE LOANS OR LIBOR LOANS SHALL NOT BE PAID
TO SUCH