TERMS OF THIS AGREEMENT SHALL CONTROL.
2.3.2
PARTICIPATIONS IN LETTERS OF CREDIT.
CONCURRENTLY WITH THE
ISSUANCE OF EACH LETTER OF CREDIT, THE ISSUING LENDER SHALL BE DEEMED TO HAVE
SOLD AND TRANSFERRED TO EACH LENDER WITH A REVOLVING LOAN COMMITMENT, AND EACH
SUCH LENDER SHALL BE DEEMED IRREVOCABLY AND UNCONDITIONALLY TO HAVE PURCHASED
AND RECEIVED FROM THE ISSUING LENDER, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED
INTEREST AND PARTICIPATION, TO THE EXTENT OF SUCH LENDER'S PRO RATA SHARE, IN
SUCH LETTER OF CREDIT AND THE REIMBURSEMENT OBLIGATIONS OF THE LOAN PARTIES WITH
RESPECT THERETO. IF THE LOAN PARTIES DO NOT PAY ANY REIMBURSEMENT OBLIGATION
WHEN DUE, THE LOAN PARTIES SHALL BE DEEMED TO HAVE IMMEDIATELY REQUESTED THAT
THE LENDERS MAKE A REVOLVING LOAN WHICH IS A BASE RATE LOAN IN A PRINCIPAL
AMOUNT EQUAL TO SUCH REIMBURSEMENT OBLIGATIONS. THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY SUCH LENDERS OF SUCH DEEMED REQUEST AND, WITHOUT THE NECESSITY
OF COMPLIANCE WITH THE REQUIREMENTS OF SECTION 2.2.2, SECTION 12.2 OR OTHERWISE
SUCH LENDER SHALL MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT ITS PRO RATA SHARE
OF SUCH LOAN. THE PROCEEDS OF SUCH LOAN SHALL BE PAID OVER BY THE ADMINISTRATIVE
AGENT TO THE ISSUING LENDER FOR THE ACCOUNT OF THE LOAN PARTIES IN SATISFACTION
OF SUCH REIMBURSEMENT OBLIGATIONS. FOR THE PURPOSES OF THIS AGREEMENT, THE
UNPARTICIPATED PORTION OF EACH LETTER OF CREDIT SHALL BE DEEMED TO BE THE
ISSUING LENDER'S "PARTICIPATION" THEREIN. THE ISSUING LENDER HEREBY AGREES, UPON
REQUEST OF THE ADMINISTRATIVE AGENT OR ANY LENDER, TO DELIVER TO THE
ADMINISTRATIVE AGENT OR SUCH LENDER A LIST OF ALL OUTSTANDING LETTERS OF CREDIT
ISSUED BY THE ISSUING LENDER, TOGETHER WITH
21
such information related thereto as the Administrative Agent or such Lender may
reasonably request.
2.3.3
REIMBURSEMENT OBLIGATIONS.
(A) THE LOAN PARTIES HEREBY
UNCONDITIONALLY AND IRREVOCABLY AGREE TO REIMBURSE THE ISSUING LENDER FOR EACH
PAYMENT OR DISBURSEMENT MADE BY THE ISSUING LENDER UNDER ANY LETTER OF CREDIT
HONORING ANY DEMAND FOR PAYMENT MADE BY THE BENEFICIARY THEREUNDER, IN EACH CASE
ON THE DATE THAT SUCH PAYMENT OR DISBURSEMENT IS MADE. ANY AMOUNT NOT REIMBURSED
ON THE DATE OF SUCH PAYMENT OR DISBURSEMENT SHALL BEAR INTEREST FROM THE DATE OF
SUCH PAYMENT OR DISBURSEMENT TO THE DATE THAT THE ISSUING LENDER IS REIMBURSED
BY THE LOAN PARTIES THEREFOR, PAYABLE ON DEMAND, AT A RATE PER ANNUM EQUAL TO
THE BASE RATE FROM TIME TO TIME IN EFFECT PLUS THE BASE RATE MARGIN FROM TIME TO
TIME IN EFFECT PLUS, BEGINNING ON THE THIRD BUSINESS DAY AFTER RECEIPT OF NOTICE
FROM THE ISSUING LENDER OF SUCH PAYMENT OR DISBURSEMENT, 2%. THE ISSUING LENDER
SHALL NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT WHENEVER ANY DEMAND FOR
PAYMENT IS MADE UNDER ANY LETTER OF CREDIT BY THE BENEFICIARY THEREUNDER;
PROVIDED THAT THE FAILURE OF THE ISSUING LENDER TO SO NOTIFY THE COMPANY OR THE
ADMINISTRATIVE AGENT SHALL NOT AFFECT THE RIGHTS OF THE ISSUING LENDER OR THE
LENDERS IN ANY MANNER WHATSOEVER.
(b)
The Loan Parties' reimbursement obligations hereunder shall