ADMINISTRATIVE AGENT), OR IS NOT, MADE IN
ACCORDANCE WITH THE FOREGOING PROVISIONS, THEN EACH LENDER (OTHER THAN THE
ISSUING BANK) SHALL BE OBLIGATED TO FUND THE PARTICIPATION THAT SUCH LENDER
PURCHASED PURSUANT TO SUBSECTION (A) IN AN AMOUNT EQUAL TO ITS PRO RATA SHAREOF
SUCH LC DISBURSEMENT ON AND AS OF THE DATE WHICH SUCH BASE RATE BORROWING SHOULD
HAVE OCCURRED.
EACH LENDER'S OBLIGATION TO FUND ITS PARTICIPATION SHALL BE
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE,
INCLUDING WITHOUT LIMITATION (I) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE
OR OTHER RIGHT THAT SUCH LENDER OR ANY OTHER PERSON MAY HAVE AGAINST THE ISSUING
BANK OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER, (II) THE EXISTENCE OF A
DEFAULT OR AN EVENT OF DEFAULT OR THE TERMINATION OF THE AGGREGATE REVOLVING
COMMITMENTS, (III) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE)
OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, (IV) ANY BREACH OF THIS AGREEMENT BY
THE BORROWER OR ANY OTHER
41
LENDER, (V) ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR (VI)
ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO
ANY OF THE FOREGOING.
ON THE DATE THAT SUCH PARTICIPATION IS REQUIRED TO BE
FUNDED, EACH LENDER SHALL PROMPTLY TRANSFER, IN IMMEDIATELY AVAILABLE FUNDS, THE
AMOUNT OF ITS PARTICIPATION TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE
ISSUING BANK.
WHENEVER, AT ANY TIME AFTER THE ISSUING BANK HAS RECEIVED FROM
ANY SUCH LENDER THE FUNDS FOR ITS PARTICIPATION IN A LC DISBURSEMENT, THE
ISSUING BANK (OR THE ADMINISTRATIVE AGENT ON ITS BEHALF) RECEIVES ANY PAYMENT ON
ACCOUNT THEREOF, THE ADMINISTRATIVE AGENT OR THE ISSUING BANK, AS THE CASE MAY
BE, WILL DISTRIBUTE TO SUCH LENDER ITS PRO RATA SHARE OF SUCH PAYMENT; PROVIDED,
THAT IF SUCH PAYMENT IS REQUIRED TO BE RETURNED FOR ANY REASON TO THE BORROWER
OR TO A TRUSTEE, RECEIVER, LIQUIDATOR, CUSTODIAN OR SIMILAR OFFICIAL IN ANY
BANKRUPTCY PROCEEDING, SUCH LENDER WILL RETURN TO THE ADMINISTRATIVE AGENT OR
THE ISSUING BANK ANY PORTION THEREOF PREVIOUSLY DISTRIBUTED BY THE
ADMINISTRATIVE AGENT OR THE ISSUING BANK TO IT.
(F)
TO THE EXTENT THAT ANY LENDER SHALL FAIL TO PAY ANY AMOUNT
REQUIRED TO BE PAID PURSUANT TO PARAGRAPHS (D) OR (E) OF THIS SECTION ON THE DUE
DATE THEREFOR, SUCH LENDER SHALL PAY INTEREST TO THE ISSUING BANK (THROUGH THE
ADMINISTRATIVE AGENT) ON SUCH AMOUNT FROM SUCH DUE DATE TO THE DATE SUCH PAYMENT
IS MADE AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE; PROVIDED, THAT IF
SUCH LENDER SHALL FAIL TO MAKE SUCH PAYMENT TO THE ISSUING BANK WITHIN THREE (3)
BUSINESS DAYS OF SUCH DUE DATE, THEN, RETROACTIVELY TO THE DUE DATE, SUCH LENDER
SHALL BE OBLIGATED TO PAY INTEREST ON SUCH AMOUNT AT THE RATE SET FORTH IN
SECTION 2.13(D).
(G)
IF ANY EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, ON THE
BUSINESS DAY THAT THE BORROWER RECEIVES NOTICE FROM THE ADMINISTRATIVE AGENT OR
THE REQUIRED LENDERS DEMANDING THE DEPOSIT