PAID, (2) SUCH LETTER OF CREDIT IS REQUESTED TO BE ISSUED
IN A FORM THAT IS NOT ACCEPTABLE TO SUCH L/C ISSUER OR (3) SUCH L/C ISSUER SHALL
NOT HAVE RECEIVED, EACH IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO IT AND
DULY EXECUTED BY BORROWER (AND, IF SUCH LETTER OF CREDIT IS ISSUED FOR THE
ACCOUNT OF ANY SUBSIDIARY OF BORROWER, SUCH PERSON), THE DOCUMENTS THAT SUCH L/C
ISSUER GENERALLY USES IN THE ORDINARY COURSE OF ITS BUSINESS FOR THE ISSUANCE OF
LETTERS OF CREDIT OF THE TYPE OF SUCH LETTER OF CREDIT (COLLECTIVELY, THE "L/C
REIMBURSEMENT AGREEMENT").
6
(D)
FOR EACH SUCH ISSUANCE, THE APPLICABLE L/C ISSUER MAY, BUT SHALL
NOT BE REQUIRED TO, DETERMINE THAT, OR TAKE NOTICE WHETHER, THE CONDITIONS
PRECEDENT SET FORTH IN SECTION 7.2 HAVE BEEN SATISFIED OR WAIVED IN CONNECTION
WITH THE ISSUANCE OF ANY LETTER OF CREDIT; PROVIDED, HOWEVER, THAT NO LETTER OF
CREDIT SHALL BE ISSUED DURING THE PERIOD STARTING ON THE FIRST BUSINESS DAY
AFTER THE RECEIPT BY SUCH L/C ISSUER OF NOTICE FROM AGENT OR THE REQUIRED
REVOLVING LENDERS THAT ANY CONDITION PRECEDENT CONTAINED IN SECTION 7.2 IS NOT
SATISFIED AND ENDING ON THE DATE ALL SUCH CONDITIONS ARE SATISFIED OR DULY
WAIVED.
(E)
IMMEDIATELY UPON THE ISSUANCE BY AN L/C ISSUER OF A LETTER OF
CREDIT, AND WITHOUT FURTHER ACTION ON THE PART OF AGENT OR ANY OF THE LENDERS,
EACH REVOLVING LENDER SHALL BE DEEMED TO HAVE PURCHASED FROM SUCH L/C ISSUER A
PARTICIPATION IN SUCH LETTER OF CREDIT (OR IN ITS OBLIGATION UNDER A RISK
PARTICIPATION AGREEMENT WITH RESPECT THERETO) EQUAL TO SUCH REVOLVING LENDER'S
PRO RATA SHARE OF THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER
OF CREDIT.
(II)
REIMBURSEMENT.
BORROWER SHALL BE IRREVOCABLY AND UNCONDITIONALLY
OBLIGATED FORTHWITH WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER FORMALITIES OF
ANY KIND, TO REIMBURSE ANY L/C ISSUER ON DEMAND IN IMMEDIATELY AVAILABLE FUNDS
FOR ANY AMOUNTS PAID BY SUCH L/C ISSUER WITH RESPECT TO A LETTER OF CREDIT,
INCLUDING ALL REIMBURSEMENT PAYMENTS, REASONABLE FEES, CHARGES, AND REASONABLE
COSTS AND EXPENSES PAID BY SUCH L/C ISSUER.
BORROWER HEREBY AUTHORIZES AND
DIRECTS AGENT, AT AGENT'S OPTION, TO DEBIT BORROWER'S ACCOUNT (BY INCREASING THE
OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING CREDIT ADVANCES OR SWING LINE
ADVANCES) IN THE AMOUNT OF ANY PAYMENT MADE BY AN L/C ISSUER WITH RESPECT TO ANY
LETTER OF CREDIT.
ALL AMOUNTS PAID BY AN L/C ISSUER WITH RESPECT TO ANY LETTER
OF CREDIT THAT ARE NOT REPAID BY BORROWER ON SUCH BUSINESS DAY WITH THE PROCEEDS
OF A REVOLVING CREDIT ADVANCE, SWING LINE ADVANCE OR OTHERWISE SHALL BEAR
INTEREST PAYABLE UPON DEMAND AT THE INTEREST RATE APPLICABLE TO REVOLVING LOANS
WHICH ARE INDEX RATE LOANS PLUS, AT THE ELECTION OF REQUISITE REVOLVING LENDERS,
AN ADDITIONAL 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(D)(II).
IN THE EVENT AGENT ELECTS NOT TO DEBIT BORROWER'S ACCOUNT
AND BORROWER FAILS TO REIMBURSE