FLOATING RATE
ADVANCES.
IN THE EVENT ANY LC ISSUER SHALL RECEIVE ANY PAYMENT FROM ANY LENDER
PURSUANT TO THIS SECTION 2.20.5, THE AGENT (ACTING FOR THIS PURPOSE SOLELY AS
AGENT OF THE BORROWER) (I) SHALL KEEP A REGISTER FOR THE REGISTRATION RELATING
TO EACH SUCH REIMBURSEMENT OBLIGATION, SPECIFYING SUCH PARTICIPATING LENDER'S
NAME, ADDRESS AND ENTITLEMENT TO PAYMENTS WITH RESPECT TO SUCH PARTICIPATING
LENDER'S SHARE OF THE PRINCIPAL AMOUNT OF ANY REIMBURSEMENT OBLIGATION AND
INTEREST THEREON WITH RESPECT TO ITS RESPECTIVE PARTICIPATIONS, AND EACH
TRANSFER THEREOF AND THE NAME AND ADDRESS OF EACH TRANSFEREE AND (II) SHALL
COLLECT, PRIOR TO THE TIME SUCH PARTICIPATING LENDER RECEIVES PAYMENT WITH
RESPECT TO SUCH PARTICIPATION, FROM EACH SUCH PARTICIPATING LENDER THE
APPROPRIATE FORMS, CERTIFICATES, AND STATEMENTS DESCRIBED IN SECTION 3.5 (AND
UPDATED AS REQUIRED BY SECTION 3.5) AS IF SUCH PARTICIPATING LENDER WERE A
LENDER UNDER SECTION 3.5.
2.20.6
REIMBURSEMENT BY BORROWER.
THE BORROWER SHALL BE IRREVOCABLY AND
UNCONDITIONALLY OBLIGATED TO REIMBURSE THE LC ISSUERS ON OR BEFORE THE FIRST
BUSINESS DAY AFTER THE APPLICABLE LC PAYMENT DATE (THE "LC REIMBURSEMENT DATE")
FOR ANY AMOUNTS PAID BY ANY LC ISSUER UPON ANY DRAWING UNDER ANY FACILITY LC
ISSUED BY SUCH LC ISSUER, WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER
FORMALITIES OF ANY KIND; PROVIDED THAT NEITHER THE BORROWER NOR ANY LENDER SHALL
HEREBY BE PRECLUDED FROM ASSERTING ANY CLAIM FOR DIRECT (BUT NOT CONSEQUENTIAL)
DAMAGES SUFFERED BY THE BORROWER OR SUCH LENDER TO THE EXTENT, BUT ONLY TO THE
EXTENT, CAUSED BY (I) THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE
APPLICABLE LC ISSUER IN DETERMINING WHETHER A REQUEST PRESENTED UNDER ANY
FACILITY LC ISSUED BY IT COMPLIED WITH THE TERMS OF SUCH FACILITY LC OR (II) THE
APPLICABLE LC ISSUER'S FAILURE TO PAY UNDER ANY FACILITY LC ISSUED BY IT AFTER
THE PRESENTATION TO IT OF A REQUEST STRICTLY COMPLYING WITH THE TERMS AND
CONDITIONS OF SUCH FACILITY LC.
UNLESS THE BORROWER SHALL HAVE OTHERWISE
NOTIFIED THE AGENT AND THE APPLICABLE LC ISSUER PRIOR TO 12:00 NOON (CHICAGO
TIME) ON THE LC REIMBURSEMENT DATE WITH RESPECT TO ANY FACILITY LC, THE BORROWER
SHALL BE DEEMED TO HAVE ELECTED TO BORROW REVOLVING LOANS FROM THE LENDERS, AS
OF SUCH LC REIMBURSEMENT DATE, EQUAL IN AMOUNT TO THE AMOUNT OF THE UNPAID
REIMBURSEMENT OBLIGATIONS WITH RESPECT TO SUCH FACILITY LC.
SUBJECT TO THE
31
SATISFACTION OF THE APPLICABLE CONDITIONS PRECEDENT SET FORTH IN ARTICLE IV,
SUCH REVOLVING LOANS SHALL BE MADE AS OF THE LC REIMBURSEMENT DATE AUTOMATICALLY
AND WITHOUT NOTICE.
SUCH REVOLVING LOANS SHALL CONSTITUTE A FLOATING RATE
ADVANCE, THE PROCEEDS OF WHICH ADVANCE SHALL BE USED TO REPAY SUCH REIMBURSEMENT
OBLIGATION.
IF, FOR ANY REASON, THE BORROWER FAILS TO REPAY A REIMBURSEMENT
OBLIGATION ON APPLICABLE LC REIMBURSEMENT DATE AND, FOR ANY REASON, THE LENDERS
ARE UNABLE TO MAKE OR HAVE NO OBLIGATION TO MAKE REVOLVING LOANS, THEN SUCH
REIMBURSEMENT OBLIGATION SHALL BEAR INTEREST, PAYABLE ON DEMAND, FOR EACH DAY
UNTIL PAID AT A RATE PER ANNUM EQUAL TO (X) THE RATE APPLICABLE TO