L/C DRAFT), EACH SUCH REIMBURSEMENT TO BE MADE BY THE
BORROWER NO LATER THAN THE BUSINESS DAY ON WHICH THE LENDER MAKES PAYMENT OF
EACH SUCH L/C DRAFT OR, IF THE BORROWER SHALL HAVE RECEIVED NOTICE OF A
REIMBURSEMENT OBLIGATION LATER THAN 11:00 A.M. (CHICAGO TIME), ON ANY BUSINESS
DAY OR ON A DAY WHICH IS NOT A BUSINESS DAY, NO LATER THAN 11:00 A.M. (CHICAGO
TIME), ON THE IMMEDIATELY FOLLOWING BUSINESS DAY OR, IN THE CASE OF ANY OTHER
DRAW ON A LETTER OF CREDIT, THE DATE SPECIFIED IN THE DEMAND OF LENDER.
IF THE
BORROWER AT ANY TIME FAILS TO REPAY A REIMBURSEMENT OBLIGATION PURSUANT TO THIS
SECTION 3.7, THE BORROWER SHALL BE DEEMED TO HAVE ELECTED TO BORROW A REVOLVING
LOAN FROM THE LENDER, AS OF THE DATE OF THE ADVANCE GIVING RISE TO THE
REIMBURSEMENT OBLIGATION, EQUAL IN AMOUNT TO THE DOLLAR AMOUNT OF THE UNPAID
REIMBURSEMENT OBLIGATION.
SUCH REVOLVING LOAN SHALL BE MADE AS OF THE DATE OF
THE PAYMENT GIVING RISE TO SUCH REIMBURSEMENT OBLIGATION, AUTOMATICALLY, WITHOUT
NOTICE AND WITHOUT ANY REQUIREMENT TO SATISFY THE CONDITIONS PRECEDENT OTHERWISE
APPLICABLE TO AN ADVANCE OF REVOLVING LOANS.
SUCH REVOLVING LOANS SHALL
CONSTITUTE A FLOATING RATE ADVANCE, THE PROCEEDS OF WHICH ADVANCE SHALL BE USED
TO REPAY SUCH REIMBURSEMENT OBLIGATION.
IF, FOR ANY REASON, THE BORROWER FAILS
TO REPAY A REIMBURSEMENT OBLIGATION ON THE DAY SUCH REIMBURSEMENT OBLIGATION
ARISES AND, FOR ANY REASON, THE LENDER IS UNABLE TO MAKE OR HAS NO OBLIGATION TO
MAKE REVOLVING LOAN, THEN SUCH REIMBURSEMENT OBLIGATION SHALL BEAR INTEREST FROM
AND AFTER SUCH DAY, UNTIL PAID IN FULL, AT THE INTEREST RATE APPLICABLE TO A
FLOATING RATE ADVANCE PLUS TWO PERCENT (2.0%) PER ANNUM.
38
3.7
LETTER OF CREDIT FEES.
THE BORROWER AGREES
TO PAY:
(A)
QUARTERLY, IN ARREARS, TO THE LENDER A LETTER
OF CREDIT FEE AT A RATE PER ANNUM EQUAL TO THE APPLICABLE EURODOLLAR MARGIN IN
EFFECT ON THE AVERAGE DAILY OUTSTANDING DOLLAR AMOUNT AVAILABLE FOR DRAWING
UNDER EACH STANDBY LETTER OF CREDIT;
(B)
QUARTERLY, IN ARREARS, TO THE LENDER, A
LETTER OF CREDIT FRONTING FEE EQUAL TO 0.125% PER ANNUM ON THE AVERAGE DAILY
OUTSTANDING FACE AMOUNT AVAILABLE FOR DRAWING UNDER EACH STANDBY LETTER OF
CREDIT ISSUED BY LENDER; AND
(C)
TO THE LENDER, ALL CUSTOMARY FEES AND OTHER
ISSUANCE, AMENDMENT. CANCELLATION, DOCUMENT EXAMINATION, NEGOTIATION, TRANSFER
AND PRESENTMENT EXPENSES AND RELATED CHARGES IN CONNECTION WITH THE ISSUANCE,
AMENDMENT, CANCELLATION, PRESENTATION OF L/C DRAFTS, NEGOTIATION, TRANSFER AND
THE LIKE CUSTOMARILY CHARGED BY SUCH LENDER WITH RESPECT TO STANDBY LETTERS OF
CREDIT, PAYABLE AT THE TIME OF INVOICE OF SUCH AMOUNTS.
3.8
INDEMNIFICATION; EXONERATION.
(A)
IN ADDITION TO AMOUNTS PAYABLE AS ELSEWHERE
PROVIDED IN THIS ARTICLE III, THE BORROWER HEREBY AGREES TO PROTECT, INDEMNIFY,
PAY AND SAVE HARMLESS THE LENDER FROM AND AGAINST ANY AND ALL LIABILITIES AND
COSTS WHICH THE LENDER MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR
INDIRECT, OF (I) THE ISSUANCE OF ANY LETTER OF CREDIT OTHER THAN TO THE EXTENT
RESULTING