Reimbursement.
(A)
IMMEDIATELY UPON THE ISSUANCE OF EACH LETTER OF CREDIT, EACH LENDER SHALL
BE DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE
FROM AGENT A PARTICIPATION IN SUCH LETTER OF CREDIT AND EACH DRAWING THEREUNDER
IN AN AMOUNT EQUAL TO SUCH LENDER'S COMMITMENT PERCENTAGE OF THE MAXIMUM FACE
AMOUNT OF SUCH LETTER OF CREDIT AND THE AMOUNT OF SUCH DRAWING, RESPECTIVELY.
(B)
IN THE EVENT OF ANY REQUEST FOR A DRAWING UNDER A LETTER OF CREDIT BY THE
BENEFICIARY OR TRANSFEREE THEREOF, AGENT WILL PROMPTLY NOTIFY BORROWING AGENT.
PROVIDED THAT BORROWING AGENT SHALL HAVE RECEIVED SUCH NOTICE, THE BORROWERS
SHALL REIMBURSE (SUCH OBLIGATION TO REIMBURSE AGENT SHALL SOMETIMES BE REFERRED
TO AS A "REIMBURSEMENT OBLIGATION") AGENT PRIOR TO 12:00 P.M., DALLAS, TEXAS
TIME ON EACH DATE THAT AN AMOUNT IS PAID BY AGENT UNDER
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ANY LETTER OF CREDIT (EACH SUCH DATE, A "DRAWING DATE") IN AN AMOUNT EQUAL TO
THE AMOUNT SO PAID BY AGENT.
IN THE EVENT BORROWERS FAIL TO REIMBURSE AGENT FOR
THE FULL AMOUNT OF ANY DRAWING UNDER ANY LETTER OF CREDIT BY 12:00 P.M., DALLAS,
TEXAS TIME, ON THE DRAWING DATE, AGENT WILL PROMPTLY NOTIFY EACH LENDER THEREOF,
AND BORROWERS SHALL BE DEEMED TO HAVE REQUESTED THAT A DOMESTIC RATE LOAN BE
MADE BY THE LENDERS TO BE DISBURSED ON THE DRAWING DATE UNDER SUCH LETTER OF
CREDIT, SUBJECT TO THE AMOUNT OF THE UNUTILIZED PORTION OF THE LESSER OF MAXIMUM
REVOLVING ADVANCE AMOUNT OR THE FORMULA AMOUNT AND SUBJECT TO SECTION 8.2
HEREOF.
ANY NOTICE GIVEN BY AGENT PURSUANT TO THIS SECTION 2.12(B) MAY BE ORAL
IF IMMEDIATELY CONFIRMED IN WRITING; PROVIDED THAT THE LACK OF SUCH AN IMMEDIATE
CONFIRMATION SHALL NOT AFFECT THE CONCLUSIVENESS OR BINDING EFFECT OF SUCH
NOTICE.
(C)
EACH LENDER SHALL UPON ANY NOTICE PURSUANT TO SECTION 2.12(B) MAKE
AVAILABLE TO AGENT AN AMOUNT IN IMMEDIATELY AVAILABLE FUNDS EQUAL TO ITS
COMMITMENT PERCENTAGE OF THE AMOUNT OF THE DRAWING, WHEREUPON THE PARTICIPATING
LENDERS SHALL (SUBJECT TO SECTION 2.12(D)) EACH BE DEEMED TO HAVE MADE A
DOMESTIC RATE LOAN TO BORROWERS IN THAT AMOUNT.
IF ANY LENDER SO NOTIFIED FAILS
TO MAKE AVAILABLE TO AGENT THE AMOUNT OF SUCH LENDER'S COMMITMENT PERCENTAGE OF
SUCH AMOUNT BY NO LATER THAN 2:00 P.M., DALLAS, TEXAS TIME ON THE DRAWING DATE,
THEN INTEREST SHALL ACCRUE ON SUCH LENDER'S OBLIGATION TO MAKE SUCH PAYMENT,
FROM THE DRAWING DATE TO THE DATE ON WHICH SUCH LENDER MAKES SUCH PAYMENT (I) AT
A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE DURING THE FIRST THREE DAYS
FOLLOWING THE DRAWING DATE AND (II) AT A RATE PER ANNUM EQUAL TO THE RATE
APPLICABLE TO DOMESTIC RATE LOANS ON AND AFTER THE FOURTH DAY FOLLOWING THE
DRAWING DATE.
AGENT WILL PROMPTLY GIVE NOTICE OF THE OCCURRENCE OF THE DRAWING
DATE, BUT FAILURE OF AGENT TO GIVE ANY SUCH NOTICE ON THE DRAWING DATE OR IN
SUFFICIENT TIME TO ENABLE ANY LENDER TO EFFECT SUCH PAYMENT ON SUCH DATE SHALL
NOT RELIEVE SUCH LENDER FROM