ITS REVOLVING CREDIT LOAN OR L/C ADVANCE
PURSUANT TO THIS SECTION 2.03(C) TO REIMBURSE THE RELEVANT L/C ISSUER FOR ANY
AMOUNT DRAWN UNDER ANY LETTER OF CREDIT, INTEREST IN RESPECT OF SUCH LENDER'S
PRO RATA SHARE OF SUCH AMOUNT SHALL BE SOLELY FOR THE ACCOUNT OF THE RELEVANT
L/C ISSUER.
(V)
EACH LENDER'S OBLIGATION TO MAKE REVOLVING CREDIT LOANS OR L/C
ADVANCES TO REIMBURSE AN L/C ISSUER FOR AMOUNTS DRAWN UNDER LETTERS OF CREDIT,
AS CONTEMPLATED BY THIS SECTION 2.03(C), SHALL BE ABSOLUTE AND UNCONDITIONAL AND
SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING (A) ANY SETOFF,
COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH SUCH LENDER MAY HAVE
AGAINST THE RELEVANT L/C ISSUER, THE BORROWER OR ANY OTHER PERSON FOR ANY REASON
WHATSOEVER; (B) THE OCCURRENCE OR CONTINUANCE OF A DEFAULT; OR (C) ANY OTHER
OCCURRENCE, EVENT OR CONDITION, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING;
PROVIDED, THAT, EACH LENDER'S OBLIGATION TO MAKE REVOLVING CREDIT LOANS (BUT NOT
L/C ADVANCES) PURSUANT TO THIS SECTION 2.03(C) IS SUBJECT TO THE CONDITIONS SET
FORTH IN SECTION 4.02 (OTHER THAN DELIVERY BY THE BORROWER OF A LOAN NOTICE).
NO SUCH MAKING OF AN L/C ADVANCE SHALL RELIEVE OR OTHERWISE IMPAIR THE
OBLIGATION OF THE BORROWER TO REIMBURSE THE RELEVANT L/C ISSUER FOR THE AMOUNT
OF ANY PAYMENT MADE BY SUCH L/C ISSUER UNDER ANY LETTER OF CREDIT, TOGETHER WITH
INTEREST AS PROVIDED HEREIN.
(VI)
IF ANY LENDER FAILS TO MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF THE RELEVANT L/C ISSUER ANY AMOUNT REQUIRED TO BE PAID BY
SUCH LENDER PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION 2.03(C) BY THE
TIME SPECIFIED IN SECTION 2.03(C)(II), SUCH L/C ISSUER SHALL BE ENTITLED TO
RECOVER FROM SUCH LENDER (ACTING THROUGH THE ADMINISTRATIVE AGENT), ON DEMAND,
SUCH AMOUNT WITH INTEREST THEREON FOR THE PERIOD FROM THE DATE SUCH PAYMENT IS
REQUIRED TO THE DATE ON WHICH SUCH PAYMENT IS IMMEDIATELY AVAILABLE TO SUCH L/C
ISSUER AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE.
A CERTIFICATE OF
THE RELEVANT L/C ISSUER SUBMITTED TO ANY LENDER (THROUGH THE ADMINISTRATIVE
AGENT) WITH RESPECT TO ANY AMOUNTS OWING UNDER THIS SECTION 2.03(C)(VI) SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
41
(VII)
IF, AT ANY TIME AFTER AN L/C ISSUER HAS MADE A PAYMENT UNDER ANY
LETTER OF CREDIT AND HAS RECEIVED FROM ANY LENDER SUCH LENDER'S L/C ADVANCE IN
RESPECT OF SUCH PAYMENT IN ACCORDANCE WITH THIS SECTION 2.03(C), THE
ADMINISTRATIVE AGENT RECEIVES FOR THE ACCOUNT OF SUCH L/C ISSUER ANY PAYMENT IN
RESPECT OF THE RELATED UNREIMBURSED AMOUNT OR INTEREST THEREON (WHETHER DIRECTLY
FROM THE BORROWER OR OTHERWISE, INCLUDING PROCEEDS OF CASH COLLATERAL APPLIED
THERETO BY THE ADMINISTRATIVE AGENT), THE ADMINISTRATIVE AGENT WILL DISTRIBUTE
TO EACH LENDER ITS PRO RATA SHARE THEREOF (APPROPRIATELY ADJUSTED, IN THE CASE
OF INTEREST PAYMENTS, TO REFLECT THE PERIOD OF TIME DURING WHICH SUCH LENDER'S
L/C ADVANCE WAS OUTSTANDING) IN THE SAME FUNDS AS THOSE RECEIVED BY THE
ADMINISTRATIVE AGENT; PROVIDED, THAT, NO SUCH PAYMENTS SHALL