PAYMENT
SHALL BE MADE AT OR BEFORE 1:00 P.M. (HOUSTON, TEXAS TIME) ON THE BUSINESS DAY
NEXT SUCCEEDING THE DAY SUCH NOTICE IS RECEIVED.
IF SUCH LENDER DOES NOT PAY
SUCH AMOUNT TO THE ISSUING LENDER IN FULL UPON SUCH REQUEST, SUCH LENDER SHALL,
ON DEMAND, PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE ISSUING LENDER
INTEREST ON THE UNPAID AMOUNT DURING THE PERIOD FROM THE DATE OF SUCH DRAWING
UNTIL SUCH LENDER PAYS SUCH AMOUNT TO THE ISSUING LENDER IN FULL AT A RATE PER
ANNUM EQUAL TO, IF PAID WITHIN TWO (2) BUSINESS DAYS OF THE DATE OF DRAWING, THE
FEDERAL FUNDS EFFECTIVE RATE AND THEREAFTER AT A RATE EQUAL TO THE ALTERNATE
BASE RATE.
EACH LENDER'S OBLIGATION TO MAKE SUCH PAYMENT TO THE ISSUING LENDER,
AND THE RIGHT OF THE ISSUING LENDER TO RECEIVE THE SAME, SHALL BE ABSOLUTE AND
UNCONDITIONAL, SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER AND WITHOUT
REGARD TO THE TERMINATION OF THIS AGREEMENT OR THE COMMITMENTS HEREUNDER, THE
EXISTENCE OF A DEFAULT OR EVENT OF DEFAULT OR THE ACCELERATION OF THE CREDIT
PARTY OBLIGATIONS
28
HEREUNDER AND SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR
REDUCTION WHATSOEVER.
(E)
REPAYMENT WITH REVOLVING LOANS.
ON ANY DAY ON WHICH THE BORROWER
SHALL HAVE REQUESTED, OR BEEN DEEMED TO HAVE REQUESTED, A REVOLVING LOAN TO
REIMBURSE A DRAWING UNDER A LETTER OF CREDIT, THE ADMINISTRATIVE AGENT SHALL
GIVE NOTICE TO THE LENDERS THAT A REVOLVING LOAN HAS BEEN REQUESTED OR DEEMED
REQUESTED IN CONNECTION WITH A DRAWING UNDER A LETTER OF CREDIT, IN WHICH CASE A
REVOLVING LOAN BORROWING COMPRISED ENTIRELY OF ALTERNATE BASE RATE LOANS (EACH
SUCH BORROWING, A "MANDATORY BORROWING") SHALL BE IMMEDIATELY MADE (WITHOUT
GIVING EFFECT TO ANY TERMINATION OF THE COMMITMENTS PURSUANT TO SECTION 7.2) PRO
RATA BASED ON EACH LENDER'S RESPECTIVE REVOLVING COMMITMENT PERCENTAGE
(DETERMINED BEFORE GIVING EFFECT TO ANY TERMINATION OF THE COMMITMENTS PURSUANT
TO SECTION 7.2) AND IN THE CASE OF BOTH CLAUSES (I) AND (II) THE PROCEEDS
THEREOF SHALL BE PAID DIRECTLY TO THE ISSUING LENDER FOR APPLICATION TO THE
RESPECTIVE LOC OBLIGATIONS.
EACH LENDER HEREBY IRREVOCABLY AGREES TO MAKE SUCH
REVOLVING LOANS IMMEDIATELY UPON ANY SUCH REQUEST OR DEEMED REQUEST ON ACCOUNT
OF EACH MANDATORY BORROWING IN THE AMOUNT AND IN THE MANNER SPECIFIED IN THE
PRECEDING SENTENCE AND ON THE SAME SUCH DATE NOTWITHSTANDING (I) THE AMOUNT OF
MANDATORY BORROWING MAY NOT COMPLY WITH THE MINIMUM AMOUNT FOR BORROWINGS OF
REVOLVING LOANS OTHERWISE REQUIRED HEREUNDER, (II) WHETHER ANY CONDITIONS
SPECIFIED IN SECTION 4.2 ARE THEN SATISFIED, (III) WHETHER A DEFAULT OR AN EVENT
OF DEFAULT THEN EXISTS, (IV) FAILURE FOR ANY SUCH REQUEST OR DEEMED REQUEST FOR
REVOLVING LOAN TO BE MADE BY THE TIME OTHERWISE REQUIRED IN SECTION 2.1(B), (V)
THE DATE OF SUCH MANDATORY BORROWING, OR (VI) ANY REDUCTION IN THE REVOLVING
COMMITTED AMOUNT AFTER ANY SUCH LETTER OF CREDIT MAY HAVE BEEN DRAWN UPON.
IN
THE EVENT THAT ANY MANDATORY BORROWING CANNOT FOR ANY REASON BE MADE ON