DRAWN UNDER
ANY LETTER OF CREDIT, L/C ISSUER SHALL PROMPTLY NOTIFY THE AGENT BANK AND
BORROWERS OF THE AMOUNT UNDER SUCH DRAFT AND THE DATE UPON WHICH SUCH DRAFT IS
TO BE FUNDED.
ON OR BEFORE TWO (2) BANKING BUSINESS DAYS FOLLOWING SUCH NOTICE
(UNLESS BORROWERS HAVE MADE OTHER ARRANGEMENTS ACCEPTABLE TO THE L/C ISSUER TO
PAY THE AMOUNT OF SUCH DRAFT IN FULL), BORROWERS SHALL ADVANCE TO L/C ISSUER THE
AMOUNT OF SUCH DRAFT FROM BORROWERS' AVAILABLE FUNDS OR SHALL REQUEST A
BORROWING UNDER THE CREDIT FACILITY IN AN AMOUNT SUFFICIENT TO PAY THE AMOUNT OF
SUCH DRAFT IN FULL.
THE AGENT BANK, UPON RECEIPT OF SUCH FUNDS FROM THE
LENDERS, SHALL AUTOMATICALLY PROVIDE SUCH AMOUNT TO THE L/C ISSUER FOR PAYMENT
OF THE AMOUNT OF SUCH DRAFT AND THE BALANCE OF THE BORROWING SHALL BE DEPOSITED
IN IMMEDIATELY AVAILABLE FUNDS TO THE DESIGNATED DEPOSIT ACCOUNT.
IN THE EVENT
BORROWERS FAIL TO ADVANCE TO L/C ISSUER THE AMOUNT OF SUCH DRAFT FROM BORROWERS'
AVAILABLE FUNDS OR TO REQUEST A BORROWING WITHIN TWO (2) BANKING BUSINESS DAYS
FROM RECEIPT OF THE NOTICE AS SPECIFIED ABOVE, ON THE THIRD (3RD) BANKING
BUSINESS DAY FOLLOWING AGENT BANK'S RECEIPT OF SUCH NOTICE, AGENT BANK SHALL,
WITHOUT NOTICE TO OR CONSENT OF THE BORROWERS AND WITHOUT REGARD TO ANY OTHER
CONDITIONS PRECEDENT FOR THE MAKING OF BORROWINGS UNDER THE CREDIT FACILITY,
CAUSE A BORROWING TO BE MADE AND FUNDED BY THE LENDERS UNDER THE CREDIT FACILITY
AND LENDERS AGREE TO FUND THEIR RESPECTIVE PRO RATA SHARE OF SUCH BORROWING IN
THE AMOUNT NECESSARY TO PAY THE AMOUNT OF SUCH DRAFT IN FULL.
UPON THE
OCCURRENCE OF ANY EVENT OF DEFAULT, L/C ISSUER SHALL, WITHOUT NOTICE OR FURTHER
AUTHORIZATION OR CONSENT OF BORROWERS WHATSOEVER, BE AUTHORIZED TO IMMEDIATELY
CAUSE THE CASH COLLATERAL ACCOUNT TO BE ESTABLISHED AND FUNDED BY LENDERS WITH A
BORROWING ADVANCED TO AGENT BANK EQUAL TO THE AGGREGATE AMOUNT OF THE L/C
EXPOSURE THEN OUTSTANDING.
ALL AMOUNTS HELD BY L/C ISSUER IN THE CASH
COLLATERAL ACCOUNT SHALL BE HELD AS SECURITY FOR THE REPAYMENT OF ANY L/C
REIMBURSEMENT OBLIGATION THEREAFTER ARISING PURSUANT TO THE TERMS OF THE L/C
AGREEMENT(S) AND THE CASH COLLATERAL PLEDGE AGREEMENT.
BORROWINGS ADVANCED BY
LENDERS TO PAY DRAFTS DRAWN UPON OR TO SECURE REPAYMENT OF THE L/C EXPOSURE
UNDER LETTERS OF CREDIT PURSUANT TO THIS SUBSECTION
86
SHALL: (I) CONSTITUTE BORROWINGS UNDER THE CREDIT FACILITY, (II) INITIALLY BE
BASE RATE LOANS AND (III) BE SUBJECT TO ALL OF THE PROVISIONS OF THIS CREDIT
AGREEMENT CONCERNING BORROWINGS UNDER THE CREDIT FACILITY, EXCEPT THAT SUCH
BORROWINGS SHALL BE MADE UPON DEMAND OF THE AGENT BANK AS SET FORTH ABOVE RATHER
THAN UPON NOTICE OF BORROWING BY BORROWERS AND SHALL BE MADE, NOTWITHSTANDING
ANYTHING IN THIS CREDIT AGREEMENT TO THE CONTRARY, WITHOUT REGARD TO ANY OTHER
CONDITIONS PRECEDENT TO THE MAKING OF BORROWINGS UNDER THE CREDIT AGREEMENT AND
NOTWITHSTANDING ANY DEFAULT OR EVENT OF DEFAULT THEREUNDER.
ALL AMOUNTS PAID BY
L/C ISSUER ON A DRAFT DRAWN UNDER ANY LETTER OF