THE WRITTEN REQUEST OF THE BORROWER
THEREFOR, THE ADMINISTRATIVE AGENT, THE MANAGING AGENT OR THE LENDER, AS
APPROPRIATE, SHALL EXECUTE AND DELIVER TO THE BORROWER SUCH CERTIFICATES, FORMS
OR OTHER DOCUMENTS THAT CAN BE FURNISHED CONSISTENT WITH THE FACTS AND THAT ARE
REASONABLY NECESSARY TO ASSIST THE
48
BORROWER IN APPLYING FOR REFUNDS OF TAXES REMITTED HEREUNDER; PROVIDED, HOWEVER,
THAT THE ADMINISTRATIVE AGENT, THE MANAGING AGENT AND THE LENDER SHALL NOT BE
REQUIRED TO DELIVER SUCH CERTIFICATES FORMS OR OTHER DOCUMENTS IF IN THEIR
RESPECTIVE SOLE DISCRETION IT IS DETERMINED THAT THE DELIVERY OF SUCH
CERTIFICATE, FORM OR OTHER DOCUMENT WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE
ADMINISTRATIVE AGENT, THE MANAGING AGENT OR THE LENDER AND PROVIDED FURTHER,
HOWEVER, THAT THE BORROWER SHALL REIMBURSE THE ADMINISTRATIVE AGENT, THE
MANAGING AGENT OR THE LENDER FOR ANY REASONABLE EXPENSES INCURRED IN THE
DELIVERY OF SUCH CERTIFICATE, FORM OR OTHER DOCUMENT.
(G)
IF, IN CONNECTION WITH AN AGREEMENT OR OTHER DOCUMENT PROVIDING
LIQUIDITY SUPPORT, CREDIT ENHANCEMENT OR OTHER SIMILAR SUPPORT TO THE LENDERS IN
CONNECTION WITH THIS AGREEMENT OR THE FUNDING OR MAINTENANCE OF ADVANCES
HEREUNDER, THE LENDERS ARE REQUIRED TO COMPENSATE A BANK OR OTHER FINANCIAL
INSTITUTION IN RESPECT OF TAXES UNDER CIRCUMSTANCES SIMILAR TO THOSE DESCRIBED
IN THIS SECTION THEN WITHIN TEN (10) DAYS AFTER DEMAND BY THE LENDERS, THE
BORROWER SHALL PAY TO THE LENDERS SUCH ADDITIONAL AMOUNT OR AMOUNTS AS MAY BE
NECESSARY TO REIMBURSE THE LENDERS FOR ANY AMOUNTS PAID BY THEM.
SECTION 2.14
REVOLVER LOAN FUNDING.
(A)
UPON THE OCCURRENCE OF A REVOLVER LOAN FUNDING DATE EACH CP LENDER
MEMBER OF A LENDER GROUP, IF ANY, MAY, IN ITS SOLE DISCRETION MAKE, AND IF IT
DOES NOT, THE COMMITTED LENDERS SHALL MAKE AN ADVANCE (EACH, A "REVOLVER LOAN
FUNDING") IN AN AMOUNT EQUAL TO SUCH COMMITTED LENDER'S RATABLE SHARE OF THE
AGGREGATE OUTSTANDING UNFUNDED COMMITMENTS UNDER THE REVOLVER LOANS
(COLLECTIVELY, THE "REVOLVER LOAN FUNDING AMOUNT").
UPON RECEIPT OF THE
PROCEEDS OF SUCH REVOLVER LOAN FUNDING, THE ADMINISTRATIVE AGENT SHALL DEPOSIT
SUCH FUNDS INTO SEGREGATED ACCOUNTS (EACH, A "REVOLVER LOAN FUNDING ACCOUNT"),
IN ITS NAME, REFERENCING THE NAME OF THE APPLICABLE LENDER, AND MAINTAINED AT A
QUALIFIED INSTITUTION.
EACH LENDER HEREBY GRANTS TO THE ADMINISTRATIVE AGENT
FULL POWER AND AUTHORITY, ON ITS BEHALF, TO WITHDRAW FUNDS FROM THE APPLICABLE
REVOLVER LOAN FUNDING ACCOUNT AT THE TIME OF, AND IN CONNECTION WITH, THE
FUNDING OF ANY POST-TERMINATION REVOLVER LOAN FUNDINGS TO BE MADE BY THE
BORROWER, AND TO DEPOSIT TO THE RELATED REVOLVER LOAN FUNDING ACCOUNT ANY FUNDS
RECEIVED IN RESPECT OF EACH RELEVANT LENDER'S RATABLE SHARE OF PRINCIPAL
PAYMENTS UNDER SECTION 2.8 HEREOF, ALL IN ACCORDANCE WITH THE TERMS OF AND FOR
THE PURPOSES SET FORTH IN THIS AGREEMENT.
THE DEPOSIT OF MONIES IN SUCH
REVOLVER LOAN FUNDING ACCOUNT BY ANY LENDER SHALL NOT CONSTITUTE AN ADVANCE (AND
SUCH LENDER SHALL NOT BE ENTITLED TO INTEREST ON SUCH MONIES EXCEPT AS PROVIDED
IN CLAUSE (D) BELOW) UNLESS AND UNTIL (AND THEN ONLY TO THE EXTENT THAT)