Agent or such Lender a list of all outstanding Letters of Credit
issued by the Issuing Lender, together with such information related thereto as
the Administrative Agent or such Lender may reasonably request.
2.3.3
REIMBURSEMENT OBLIGATIONS.
(A)
THE COMPANY HEREBY UNCONDITIONALLY AND IRREVOCABLY AGREES 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; PROVIDED THAT THE COMPANY MAY, SUBJECT TO THE CONDITIONS
TO BORROWING SET FORTH HEREIN, REQUEST IN ACCORDANCE WITH SECTION 2.2 THAT SUCH
REIMBURSEMENT BE FINANCED WITH A REVOLVING LOAN OR SWING LINE LOAN IN AN
EQUIVALENT AMOUNT. 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 COMPANY 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 COMPANY'S REIMBURSEMENT OBLIGATIONS HEREUNDER SHALL BE
IRREVOCABLE AND UNCONDITIONAL UNDER ALL CIRCUMSTANCES, INCLUDING (A) ANY LACK OF
VALIDITY OR
30
ENFORCEABILITY OF ANY LETTER OF CREDIT, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, (B) THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHT WHICH
ANY LOAN PARTY MAY HAVE AT ANY TIME AGAINST A BENEFICIARY NAMED IN A LETTER OF
CREDIT, ANY TRANSFEREE OF ANY LETTER OF CREDIT (OR ANY PERSON FOR WHOM ANY SUCH
TRANSFEREE MAY BE ACTING), THE ADMINISTRATIVE AGENT, THE ISSUING LENDER, ANY
LENDER OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH ANY LETTER OF CREDIT,
THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR
ANY UNRELATED TRANSACTIONS (INCLUDING ANY UNDERLYING TRANSACTION BETWEEN ANY
LOAN PARTY AND THE BENEFICIARY NAMED IN ANY LETTER OF CREDIT), (C) THE VALIDITY,
SUFFICIENCY OR GENUINENESS OF ANY DOCUMENT WHICH THE ISSUING LENDER HAS
DETERMINED COMPLIES ON ITS FACE WITH THE TERMS OF THE APPLICABLE LETTER OF
CREDIT, EVEN IF SUCH DOCUMENT SHOULD LATER PROVE TO HAVE BEEN FORGED,
FRAUDULENT, INVALID OR INSUFFICIENT IN ANY RESPECT OR ANY STATEMENT THEREIN
SHALL HAVE BEEN UNTRUE OR INACCURATE IN ANY RESPECT, OR (D) THE SURRENDER OR
IMPAIRMENT OF ANY SECURITY FOR THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS
HEREOF. WITHOUT LIMITING THE FOREGOING, NO ACTION OR OMISSION WHATSOEVER BY THE
ADMINISTRATIVE AGENT OR ANY LENDER