PAID BY THE ISSUING BANK
IN RESPECT OF SUCH DRAWING, WITHOUT PRESENTMENT, DEMAND OR OTHER FORMALITIES OF
ANY KIND.
UNLESS THE BORROWER SHALL HAVE NOTIFIED THE ISSUING BANK AND THE
ADMINISTRATIVE AGENT PRIOR TO 11:00 A.M. (NEW YORK TIME) ON THE BUSINESS DAY
IMMEDIATELY PRIOR TO THE DATE ON WHICH SUCH DRAWING IS HONORED THAT THE BORROWER
INTENDS TO REIMBURSE THE ISSUING BANK FOR THE AMOUNT OF SUCH DRAWING IN FUNDS
OTHER THAN FROM THE PROCEEDS OF REVOLVING LOANS, THE BORROWER SHALL BE DEEMED TO
HAVE TIMELY GIVEN A NOTICE OF REVOLVING BORROWING TO THE ADMINISTRATIVE AGENT
REQUESTING THE LENDERS TO MAKE A BASE RATE BORROWING ON THE DATE ON WHICH SUCH
DRAWING IS HONORED IN AN EXACT AMOUNT DUE TO THE ISSUING BANK; PROVIDED, THAT
FOR PURPOSES SOLELY OF SUCH BORROWING, THE CONDITIONS PRECEDENTS SET FORTH IN
SECTION 3.2 HEREOF SHALL NOT BE APPLICABLE.
THE ADMINISTRATIVE AGENT SHALL
NOTIFY THE LENDERS OF SUCH BORROWING IN ACCORDANCE WITH SECTION 2.3, AND EACH
LENDER SHALL MAKE THE PROCEEDS OF ITS BASE RATE LOAN INCLUDED IN SUCH BORROWING
AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE ISSUING BANK IN
ACCORDANCE WITH SECTION 2.5.
THE PROCEEDS OF SUCH BORROWING SHALL BE APPLIED
DIRECTLY BY THE ADMINISTRATIVE AGENT TO REIMBURSE THE ISSUING BANK FOR SUCH LC
DISBURSEMENT.
(E)
IF FOR ANY REASON A BASE RATE BORROWING MAY
NOT BE (AS DETERMINED IN THE SOLE DISCRETION OF THE 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
SHARE OF 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
41
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 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)