OBLIGATIONS OR THE COMPENSATION TO ANY LENDER IN RESPECT OF THE
LETTERS OF CREDIT OR THE COST TO SUCH LENDER OF ESTABLISHING OR MAINTAINING THE
LETTERS OF CREDIT (OR ANY PARTICIPATION THEREIN), SUCH LENDER SHALL PROMPTLY
NOTIFY THE COMPANY THEREOF IN WRITING AND WITHIN TEN BUSINESS DAYS AFTER RECEIPT
BY THE COMPANY OF SUCH LENDER'S REQUEST (THROUGH THE ADMINISTRATIVE AGENT) FOR
REIMBURSEMENT OR INDEMNIFICATION OR WITHIN 30 DAYS AFTER RECEIPT OF A NOTICE IN
RESPECT OF TAXES OR OTHER TAXES, THE COMPANY SHALL REIMBURSE OR INDEMNIFY SUCH
LENDER, AS THE CASE MAY BE, WITH RESPECT THERETO SO THAT SUCH LENDER SHALL BE IN
THE SAME POSITION AS IF THERE HAD BEEN NO SUCH ENFORCEMENT, ADOPTION OR
INTERPRETATION.
THE FOREGOING AGREEMENT OF THE COMPANY TO REIMBURSE OR
INDEMNIFY THE LENDERS SHALL APPLY IN (BUT SHALL NOT BE LIMITED TO) THE FOLLOWING
SITUATIONS:
AN IMPOSITION OF OR CHANGE IN RESERVE, CAPITAL MAINTENANCE OR OTHER
SIMILAR REQUIREMENTS OR IN EXCISE OR SIMILAR TAXES OR MONETARY RESTRAINTS,
EXCEPT A CHANGE IN FRANCHISE TAXES IMPOSED ON SUCH LENDER OR IN TAX ON THE NET
INCOME OF SUCH LENDER.
(F)
IN THE EVENT THAT ANY PROVISION OF A LC APPLICATION IS
INCONSISTENT WITH, OR IN CONFLICT OF, ANY PROVISION OF THIS AGREEMENT, INCLUDING
PROVISIONS FOR THE RATE OF INTEREST APPLICABLE TO DRAWINGS THEREUNDER OR RIGHTS
OF SETOFF OR ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR ANY EVENTS OF DEFAULT
SET FORTH THEREIN, THE PROVISIONS OF THIS AGREEMENT SHALL GOVERN.
40
(G)
IF THE OBLIGATIONS, OR ANY PART THEREOF, BECOME IMMEDIATELY DUE
AND PAYABLE PURSUANT TO ARTICLE IX OF THIS AGREEMENT, THEN THE ENTIRETY OF THE
LC OBLIGATION SHALL BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT REGARD FOR ACTUAL
DRAWINGS OR PAYMENTS ON THE LETTERS OF CREDIT, AND THE COMPANY SHALL BE
OBLIGATED TO PAY TO THE ADMINISTRATIVE AGENT IMMEDIATELY AN AMOUNT EQUAL TO THE
ENTIRETY OF THE LC OBLIGATION.
ALL AMOUNTS MADE DUE AND PAYABLE BY THE COMPANY
UNDER THIS SECTION 2.13(G) MAY BE APPLIED AS THE ISSUING LENDER AND THE LENDERS
ELECT TO ANY OF THE VARIOUS LC OBLIGATION; PROVIDED, HOWEVER, THAT SUCH AMOUNTS
APPLIED BY THE ISSUING LENDER AND THE LENDERS TO THE LC OBLIGATION SHALL BE
(I) FIRST APPLIED TO THE MATURED LC OBLIGATION, AND (II) SECOND HELD BY THE
ADMINISTRATIVE AGENT IN AN INTEREST BEARING ACCOUNT FOR THE BENEFIT OF THE
ISSUING LENDER AND THE LENDERS AS LC COLLATERAL, SUCH LC COLLATERAL TO BE HELD
IN AN ACCOUNT WITH THE ADMINISTRATIVE AGENT OR AN AFFILIATE THEREOF, UNTIL SUCH
REMAINING PORTION OF THE LC OBLIGATION HAS EITHER (I) BECOME A PORTION OF THE
MATURED LC OBLIGATION, AT WHICH TIME SUCH LC COLLATERAL PAID TO THE
ADMINISTRATIVE AGENT SHALL BE APPLIED TO SUCH MATURED LC OBLIGATION, OR
(II) EXPIRED UNDRAWN, AT WHICH TIME AN AMOUNT OF SUCH LC COLLATERAL EQUAL TO
SUCH EXPIRED AND UNDRAWN LC OBLIGATION, PLUS ACCRUED INTEREST THEREON, SHALL BE
APPLIED AS OTHERWISE REQUIRED OR PERMITTED UNDER ARTICLE IX.
THIS
SECTION 2.13(G) SHALL NOT LIMIT OR IMPAIR ANY RIGHTS WHICH THE ADMINISTRATIVE
AGENT,