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 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, PROVIDED, HOWEVER, THAT THE
OBLIGATION OF EACH LENDER TO FUND SUCH PARTICIPATION INTEREST IS SUBJECT TO THE
CONDITION THAT THE ISSUING BANK BELIEVED IN GOOD FAITH THAT ALL CONDITIONS UNDER
SECTION 3.2 WERE SATISFIED AT THE TIME THE APPLICABLE LETTER OF CREDIT WAS
ISSUED. 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) RECEIVES ANY PAYMENT ON ACCOUNT
THEREOF, THE ADMINISTRATIVE AGENT OR THE ISSUING BANK, AS THE CASE MAY BE, WILL
DISTRIBUTE TO SUCH LENDER ITS PRO RATA SHARE OF SUCH PAYMENT; PROVIDED, THAT IF
SUCH PAYMENT IS REQUIRED TO BE RETURNED FOR ANY REASON TO THE BORROWER OR TO A
TRUSTEE, RECEIVER, LIQUIDATOR, CUSTODIAN OR SIMILAR OFFICIAL IN ANY BANKRUPTCY
PROCEEDING, SUCH LENDER WILL RETURN TO THE ADMINISTRATIVE AGENT OR THE ISSUING
BANK ANY PORTION THEREOF PREVIOUSLY DISTRIBUTED BY THE ADMINISTRATIVE AGENT OR
THE ISSUING BANK TO IT.
(F)
TO THE EXTENT THAT ANY LENDER SHALL FAIL TO PAY ANY AMOUNT
REQUIRED TO BE PAID PURSUANT TO PARAGRAPH (E) ABOVE ON THE DUE DATE THEREFOR,
SUCH LENDER SHALL PAY INTEREST TO
43
THE ISSUING BANK (THROUGH THE ADMINISTRATIVE AGENT) ON SUCH AMOUNT FROM SUCH DUE
DATE TO THE DATE SUCH PAYMENT IS MADE AT A RATE PER ANNUM EQUAL TO THE FEDERAL
FUNDS RATE; PROVIDED, THAT IF SUCH LENDER SHALL FAIL TO MAKE SUCH PAYMENT TO THE