HEREWITH SHALL CONTINUE TO SECURE THE
OBLIGATIONS OF BORROWER TO AGENT OR OTHER ISSUING BANK ON SUCH OUTSTANDING
LETTERS OF CREDIT UNTIL SUCH TIME AS EITHER (A) ALL SUCH LETTERS OF CREDIT HAVE
EXPIRED BY THEIR TERMS OR (B) THE AGENT OR OTHER ISSUING BANK HAS RECEIVED
INDEMNIFICATION FROM A PARTY SATISFACTORY TO THE AGENT OR THE OTHER ISSUING
BANK, AS THE CASE MAY BE, AS TO BORROWER'S OBLIGATIONS UNDER ANY SUCH
OUTSTANDING LETTERS OF CREDIT.
EACH BANK (OTHER THAN THE AGENT) AGREES THAT,
UPON ISSUANCE OF ANY LETTER OF CREDIT HEREUNDER, IT SHALL AUTOMATICALLY ACQUIRE
A PARTICIPATION IN THE AGENT'S LIABILITY UNDER SUCH LETTER OF CREDIT IN AN
AMOUNT EQUAL TO SUCH BANK'S COMMITMENT PERCENTAGE OF SUCH LIABILITY, AND EACH
BANK (OTHER THAN THE AGENT) THEREBY SHALL ABSOLUTELY, UNCONDITIONALLY AND
IRREVOCABLY ASSUME, AS PRIMARY OBLIGOR AND NOT AS SURETY, AND SHALL BE
UNCONDITIONALLY OBLIGATED TO THE AGENT TO PAY AND DISCHARGE WHEN DUE, ITS
COMMITMENT PERCENTAGE OF THE AGENT'S LIABILITY UNDER SUCH LETTER OF CREDIT.
UPON DELIVERY BY SUCH BANK OF FUNDS TO PAY AND DISCHARGE SUCH LIABILITY, SUCH
BANK SHALL BE TREATED AS HAVING PURCHASED A PARTICIPATING INTEREST IN AN AMOUNT
EQUAL TO THE AMOUNT OF SUCH FUNDS DELIVERED TO THE AGENT BY SUCH BANK IN THE
OBLIGATION OF BORROWER TO REIMBURSE AGENT, AS THE ISSUER OF SUCH LETTER OF
CREDIT, FOR ANY AMOUNTS PAYABLE, PAID, OR INCURRED BY AGENT, AS THE ISSUER OF
SUCH LETTER OF CREDIT, WITH RESPECT TO SUCH LETTER OF CREDIT.
EACH SUCH PAYMENT
BY SUCH BANK SHALL BE CONSIDERED AN ADVANCE UNDER ITS NOTE AND SHALL BEAR
INTEREST AT THE RATES SPECIFIED IN SECTION 4 HEREOF.
THE BORROWER HEREBY
CONDITIONALLY AGREES TO PAY AND REIMBURSE THE AGENT FOR ITS OWN ACCOUNT AND FOR
THE ACCOUNT OF EACH BANK PROVIDING FUNDS FOR THE PURCHASE OF A PARTICIPATION IN
SUCH LETTER OF CREDIT FOR THE AMOUNT OF EACH DEMAND FOR PAYMENT UNDER ANY LETTER
OF CREDIT THAT IS IN SUBSTANTIAL COMPLIANCE WITH THE PROVISIONS OF ANY SUCH
LETTER OF CREDIT AT OR PRIOR TO THE DATE ON WHICH PAYMENT IS MADE BY THE AGENT
TO THE BENEFICIARY THEREUNDER, WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER
FORMALITIES OF ANY KIND.
UPON RECEIPT FROM ANY BENEFICIARY OF ANY LETTER OF
CREDIT OF ANY DEMAND FOR PAYMENT UNDER SUCH LETTER OF CREDIT, THE AGENT SHALL
PROMPTLY NOTIFY THE BORROWER OF THE DEMAND AND THE DATE UPON WHICH SUCH PAYMENT
IS TO BE MADE BY THE AGENT TO SUCH BENEFICIARY IN RESPECT OF SUCH DEMAND.
FORTHWITH UPON RECEIPT OF SUCH NOTICE FROM THE AGENT, BORROWER SHALL ADVISE
AGENT WHETHER OR NOT IT INTENDS TO BORROW HEREUNDER TO FINANCE ITS OBLIGATIONS
TO REIMBURSE THE AGENT, AND IF SO, SUBMIT A NOTICE OF BORROWING AS PROVIDED IN
SECTION 2(C) HEREOF.
(C)
PROCEDURE FOR ADVANCES ON THE REVOLVING LOAN.
WHENEVER BORROWER
DESIRES AN ADVANCE ON THE REVOLVING LOAN, THEY SHALL GIVE AGENT TELEGRAPHIC,
TELEX, FACSIMILE OR TELEPHONIC NOTICE ("NOTICE OF BORROWING") OF SUCH REQUESTED
ADVANCE, WHICH IN THE CASE OF TELEPHONIC NOTICE, SHALL