AMOUNT TO BE PAID BY SUCH LC
ISSUER AS A RESULT OF SUCH DEMAND AND THE PROPOSED PAYMENT DATE TO SUCH
BENEFICIARY (THE "LC PAYMENT DATE"); PROVIDED, HOWEVER, THAT THE FAILURE OF SUCH
LC ISSUER TO SO NOTIFY THE BORROWER SHALL NOT IN ANY MANNER AFFECT THE
OBLIGATIONS OF THE BORROWER TO REIMBURSE SUCH LC ISSUER PURSUANT TO
SECTION 2.20.6.
THE RESPONSIBILITY OF EACH LC ISSUER TO THE BORROWER
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AND EACH LENDER SHALL BE ONLY TO DETERMINE THAT THE DOCUMENTS (INCLUDING EACH
DEMAND FOR PAYMENT) DELIVERED UNDER EACH FACILITY LC ISSUED BY SUCH LC ISSUER IN
CONNECTION WITH SUCH PRESENTMENT SHALL BE IN CONFORMITY IN ALL MATERIAL RESPECTS
WITH SUCH FACILITY LC.
EACH LC ISSUER SHALL ENDEAVOR TO EXERCISE THE SAME CARE
IN THE ISSUANCE AND ADMINISTRATION OF THE FACILITY LCS ISSUED BY SUCH LC ISSUER
AS IT DOES WITH RESPECT TO LETTERS OF CREDIT IN WHICH NO PARTICIPATIONS ARE
GRANTED, IT BEING UNDERSTOOD THAT IN THE ABSENCE OF ANY GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT BY THE APPLICABLE LC ISSUER, EACH LENDER SHALL BE
UNCONDITIONALLY AND IRREVOCABLY LIABLE WITHOUT REGARD TO THE OCCURRENCE OF ANY
DEFAULT OR ANY CONDITION PRECEDENT WHATSOEVER, TO REIMBURSE SUCH LC ISSUER ON
DEMAND FOR (I) SUCH LENDER'S PRO RATA SHARE OF THE AMOUNT OF EACH PAYMENT MADE
BY SUCH LC ISSUER UNDER EACH FACILITY LC ISSUED BY SUCH LC ISSUER TO THE EXTENT
SUCH AMOUNT IS NOT REIMBURSED BY THE BORROWER PURSUANT TO SECTION 2.20.6 BELOW,
PLUS (II) INTEREST ON THE FOREGOING AMOUNT TO BE REIMBURSED BY SUCH LENDER, FOR
EACH DAY FROM THE DATE OF THE APPLICABLE LC ISSUER'S DEMAND FOR SUCH
REIMBURSEMENT (OR, IF SUCH DEMAND IS MADE AFTER 12:00 NOON (CHICAGO TIME) ON
SUCH DATE, FROM THE NEXT SUCCEEDING BUSINESS DAY) TO THE DATE ON WHICH SUCH
LENDER PAYS THE AMOUNT TO BE REIMBURSED BY IT, AT A RATE OF INTEREST PER ANNUM
EQUAL TO THE FEDERAL FUNDS EFFECTIVE RATE FOR THE FIRST THREE (3) DAYS AND,
THEREAFTER, AT A RATE OF INTEREST EQUAL TO THE RATE APPLICABLE TO 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