SUCH PAYMENT IS MADE BY SUCH ISSUING LENDER.
ALL AMOUNTS PAID BY AN ISSUING
LENDER WITH RESPECT TO ANY LETTER OF CREDIT THAT ARE NOT IMMEDIATELY REPAID BY
BORROWER OR THAT ARE NOT REPAID WITH A REVOLVER LOAN SHALL BEAR INTEREST AT THE
SUM OF THE BASE RATE PLUS 3.750% PER ANNUM.
EACH LENDER AGREES TO FUND ITS PRO
RATA SHARE OF ANY REVOLVER LOAN MADE PURSUANT TO THIS SUBSECTION 1.1(F)(II).
IN
THE EVENT ADMINISTRATIVE AGENT ELECTS NOT TO DEBIT BORROWER'S ACCOUNT AND
BORROWER FAILS TO REIMBURSE AN ISSUING LENDER IN FULL ON THE DATE OF ANY PAYMENT
IN RESPECT OF A LETTER OF CREDIT ISSUED FOR THE ACCOUNT OF ANY LOAN PARTY,
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER WITH A PRO RATA SHARE OF
THE REVOLVER LOAN COMMITMENT OF THE AMOUNT OF SUCH UNREIMBURSED PAYMENT AND THE
ACCRUED INTEREST THEREON AND EACH SUCH LENDER, ON THE NEXT BUSINESS DAY, SHALL
DELIVER TO ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO ITS PRO RATA SHARE THEREOF IN
SAME DAY FUNDS.
EACH LENDER WITH A PRO RATA SHARE OF THE REVOLVER LOAN
COMMITMENT HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO EACH ISSUING
LENDER UPON DEMAND BY SUCH ISSUING LENDER SUCH LENDER'S PRO RATA SHARE OF EACH
PAYMENT MADE BY SUCH ISSUING LENDER IN RESPECT OF A LETTER OF CREDIT AND NOT
IMMEDIATELY REIMBURSED BY BORROWER.
EACH LENDER WITH A PRO RATA SHARE OF THE
REVOLVER LOAN COMMITMENT ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS TO ACQUIRE
PARTICIPATIONS PURSUANT TO THIS SUBSECTION 1.1(F)(II) IN RESPECT OF LETTERS OF
CREDIT AND TO MAKE THE PAYMENTS TO EACH ISSUING LENDER REQUIRED BY THE PRECEDING
SENTENCE ARE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY
CIRCUMSTANCE WHATSOEVER, INCLUDING THE OCCURRENCE AND CONTINUANCE OF A DEFAULT
OR AN EVENT OF DEFAULT OR ANY
4
FAILURE BY BORROWER TO SATISFY ANY OF THE CONDITIONS SET FORTH IN SUBSECTION
7.3.
IF ANY LENDER WITH A PRO RATA SHARE OF THE REVOLVER LOAN COMMITMENT FAILS
TO MAKE AVAILABLE TO AN ISSUING LENDER THE AMOUNT OF SUCH LENDER'S PRO RATA
SHARE OF ANY PAYMENTS MADE BY SUCH ISSUING LENDER IN RESPECT OF A LETTER OF
CREDIT AS PROVIDED IN THIS SUBSECTION 1.1(F)(II), SUCH ISSUING LENDER SHALL BE
ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH LENDER TOGETHER WITH
INTEREST AT THE BASE RATE.
(III)
CONDITIONS OF ISSUANCE OF LETTERS OF CREDIT.
IN ADDITION TO ALL
OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE ISSUANCE BY AN
ISSUING LENDER OF ANY LETTER OF CREDIT SHALL BE SUBJECT TO THE CONDITIONS
PRECEDENT THAT THE LETTER OF CREDIT SHALL BE IN SUCH FORM, BE FOR SUCH AMOUNT
AND IN SUCH CURRENCY, AND CONTAIN SUCH TERMS AND CONDITIONS AS ARE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT AND THE ISSUING LENDER.
THE EXPIRATION
DATE OF EACH LETTER OF CREDIT MUST BE ON A DATE WHICH IS THE EARLIER OF
(1) (A) FOR A STANDBY LETTER OF CREDIT, ONE (1) YEAR FROM ITS DATE OF ISSUANCE
AND (B) FOR A TRADE LETTER