MAY, SUBJECT TO THE CONDITIONS TO BORROWING
SET FORTH HEREIN, REQUEST IN ACCORDANCE WITH SECTION 2.02, THAT SUCH PAYMENT BE
MADE WITH THE PROCEEDS OF A BASE RATE BORROWING (WHICH SHALL CONSIST OF
REVOLVING CREDIT LOANS) IN AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO FINANCED,
THE BORROWER'S OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND REPLACED
BY THE RESULTING BASE RATE BORROWING (WHICH SHALL CONSIST OF REVOLVING CREDIT
LOANS).
ANY OVERDUE REIMBURSEMENT PAYMENT, OR OVERDUE INTEREST THEREON, SHALL
BEAR INTEREST, PAYABLE ON DEMAND, FOR EACH DAY UNTIL PAID AT A RATE PER ANNUM
EQUAL TO THE SUM OF THE RATE APPLICABLE TO BASE RATE LOANS FOR SUCH DAY PLUS 2%.
(II)
EACH PAYMENT TO BE MADE BY THE BORROWER PURSUANT TO THIS
SECTION 2.03(F) SHALL BE MADE, IN FEDERAL OR OTHER FUNDS IMMEDIATELY AVAILABLE,
TO THE APPLICABLE REVOLVING FRONTING BANK AT ITS ADDRESS REFERRED TO IN
SECTION 10.01.
(III)
THE OBLIGATIONS OF THE BORROWER TO REIMBURSE ANY REVOLVING
FRONTING BANK UNDER THIS SECTION 2.03(F) SHALL BE ABSOLUTE, UNCONDITIONAL AND
IRREVOCABLE, AND SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, UNDER ALL CIRCUMSTANCES WHATSOEVER, INCLUDING WITHOUT LIMITATION
THE FOLLOWING CIRCUMSTANCES:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY FINANCING DOCUMENT;
(B)
ANY AMENDMENT OR WAIVER OF OR ANY CONSENT TO DEPARTURE FROM ANY
FINANCING DOCUMENT (EXCEPT, IN THE CASE OF AN EFFECTIVE AMENDMENT TO, WAIVER OF
OR CONSENT TO A DEPARTURE FROM ANY PROVISION OF THIS AGREEMENT, TO THE EXTENT
SPECIFIED HEREIN);
(C)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHT WHICH
THE BORROWER MAY HAVE AT ANY TIME AGAINST THE BENEFICIARY OF ANY REVOLVING
LETTER OF CREDIT (OR ANY PERSON OR ENTITY FOR WHOM SUCH BENEFICIARY MAY BE
ACTING), THE AGENT, ANY REVOLVING FRONTING BANK OR ANY REVOLVING CREDIT LOAN
BANK OR ANY OTHER PERSON OR ENTITY, WHETHER IN CONNECTION WITH THIS AGREEMENT,
ANY OTHER FINANCING DOCUMENT OR ANY UNRELATED TRANSACTION;
(D)
ANY STATEMENT OR ANY OTHER DOCUMENT PRESENTED UNDER ANY REVOLVING
LETTER OF CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT IN
ANY RESPECT OR ANY STATEMENT THEREIN BEING UNTRUE OR INACCURATE IN ANY RESPECT
WHATSOEVER;
36
(E)
PAYMENT BY A REVOLVING FRONTING BANK UNDER ANY REVOLVING LETTER OF
CREDIT AGAINST PRESENTATION OF A DRAFT OR DOCUMENT WHICH DOES NOT COMPLY WITH
THE TERMS OF SUCH REVOLVING LETTER OF CREDIT; OR
(F)
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OTHER
CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE
FOREGOING.
(G)
PAYMENTS BY REVOLVING CREDIT LOAN BANKS WITH RESPECT TO REVOLVING
LETTERS OF CREDIT.
(I)
EACH REVOLVING CREDIT LOAN BANK SHALL MAKE AVAILABLE AN AMOUNT
EQUAL TO ITS RATABLE SHARE OF ANY REVOLVING L/C DRAWING UNDER A REVOLVING LETTER
OF CREDIT, IN FEDERAL OR OTHER FUNDS IMMEDIATELY AVAILABLE IN NEW YORK CITY, TO
THE APPLICABLE REVOLVING FRONTING BANK BY 3:00 P.M. (NEW YORK CITY TIME) ON THE
DATE ON WHICH THE BORROWER IS REQUIRED TO REIMBURSE SUCH REVOLVING FRONTING BANK
WITH RESPECT TO SUCH