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 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 CREDIT WHICH HAS NOT BEEN FUNDED
OR CONCURRENTLY REIMBURSED BY BORROWERS OR THROUGH A BORROWING AS PROVIDED
HEREINABOVE,
67
SHALL BEAR INTEREST AT THE BASE RATE PLUS THE APPLICABLE MARGIN PER ANNUM UNTIL
REPAID OR REIMBURSED TO L/C ISSUER.
C.
EACH LENDER'S OBLIGATION TO