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 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
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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BE RESCINDED AND THE PURCHASE PRICES PAID FOR SUCH PARTICIPATIONS SHALL BE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 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