TWO PERCENT (2.00%) PER ANNUM.
EACH
REVOLVING LENDER AGREES TO FUND ITS PRO RATA SHARE OF ANY REVOLVING LOAN MADE
PURSUANT TO THIS SECTION 1.1(C)(II).
IN THE EVENT AGENT ELECTS NOT TO DEBIT A
BORROWER'S ACCOUNT AND BORROWERS FAIL TO REIMBURSE THE L/C ISSUER IN FULL ON THE
DATE OF ANY PAYMENT IN RESPECT OF A LETTER OF CREDIT, AGENT SHALL PROMPTLY
NOTIFY EACH REVOLVING LENDER OF THE AMOUNT OF SUCH UNREIMBURSED PAYMENT AND THE
ACCRUED INTEREST THEREON AND EACH REVOLVING LENDER, ON THE NEXT BUSINESS DAY
PRIOR TO 3:00 P.M. (NEW YORK TIME), SHALL DELIVER TO AGENT AN AMOUNT EQUAL TO
ITS PRO RATA SHARE THEREOF IN SAME DAY FUNDS.
EACH REVOLVING LENDER HEREBY
ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO THE L/C ISSUER UPON DEMAND BY
THE L/C ISSUER SUCH REVOLVING LENDER'S PRO RATA SHARE OF EACH PAYMENT MADE BY
THE L/C ISSUER IN RESPECT OF A LETTER OF CREDIT AND NOT IMMEDIATELY REIMBURSED
BY BORROWERS OR SATISFIED THROUGH A DEBIT OF
5
BORROWERS' ACCOUNT.
EACH REVOLVING LENDER ACKNOWLEDGES AND AGREES THAT ITS
OBLIGATIONS PURSUANT TO THIS SUBSECTION IN RESPECT OF LETTERS OF CREDIT ARE
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE
WHATSOEVER, INCLUDING SETOFF, COUNTERCLAIM, THE OCCURRENCE AND CONTINUANCE OF A
DEFAULT OR AN EVENT OF DEFAULT OR ANY FAILURE BY BORROWERS TO SATISFY ANY OF THE
CONDITIONS SET FORTH IN SECTION 2.2.
IF ANY REVOLVING LENDER FAILS TO MAKE
AVAILABLE TO THE L/C ISSUER THE AMOUNT OF SUCH REVOLVING LENDER'S PRO RATA SHARE
OF ANY PAYMENTS MADE BY THE L/C ISSUER IN RESPECT OF A LETTER OF CREDIT AS
PROVIDED IN THIS SECTION 1.1(C)(II), THE L/C ISSUER SHALL BE ENTITLED TO RECOVER
SUCH AMOUNT ON DEMAND FROM SUCH REVOLVING LENDER TOGETHER WITH INTEREST AT THE
INDEX RATE OR AT THE ALTERNATIVE CURRENCY INDEX RATE, AS APPLICABLE.
(III)
REQUEST FOR LETTERS OF CREDIT.
BORROWER REPRESENTATIVE SHALL
GIVE AGENT AT LEAST THREE (3) BUSINESS DAYS PRIOR WRITTEN NOTICE SPECIFYING THE
DATE A LETTER OF CREDIT IS REQUESTED TO BE ISSUED, THE AMOUNT AND THE NAME AND
ADDRESS OF THE BENEFICIARY AND A DESCRIPTION OF THE TRANSACTIONS PROPOSED TO BE
SUPPORTED THEREBY, THE BORROWER FOR WHOSE ACCOUNT SUCH LETTER OF CREDIT IS TO BE
ISSUED, THE APPLICABLE CURRENCY AND THE EXPIRY DATE (OR EXTENDED EXPIRY DATE) OF
THE LETTER OF CREDIT.
EACH REQUEST BY BORROWER REPRESENTATIVE FOR THE ISSUANCE
OF A LETTER OF CREDIT SHALL BE IN THE FORM OF EXHIBIT 1.1(C).
IF AGENT INFORMS
BORROWER REPRESENTATIVE THAT THE L/C ISSUER CANNOT ISSUE THE REQUESTED LETTER OF
CREDIT DIRECTLY, BORROWER REPRESENTATIVE MAY REQUEST THAT L/C ISSUER ARRANGE FOR
THE ISSUANCE OF THE REQUESTED LETTER OF CREDIT UNDER A RISK PARTICIPATION
AGREEMENT WITH ANOTHER FINANCIAL INSTITUTION REASONABLY ACCEPTABLE TO AGENT, L/C
ISSUER AND BORROWER REPRESENTATIVE.
THE ISSUANCE OF ANY LETTER OF CREDIT UNDER
THIS AGREEMENT SHALL BE SUBJECT TO SATISFACTION OF THE CONDITIONS SET FORTH IN
SECTION 2.2 AND THE CONDITIONS THAT THE LETTER OF CREDIT (I) SUPPORTS A
TRANSACTION BENEFITING THE CREDIT PARTIES (OTHER