AGENT AN AMOUNT EQUAL TO
ITS PRO RATA SHARE THEREOF IN SAME DAY FUNDS. EACH LENDER 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 ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS TO ACQUIRE
PARTICIPATIONS PURSUANT TO THIS SUBSECTION 1.1(E)(2) 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 FAILURE BY BORROWER TO SATISFY ANY OF THE
CONDITIONS SET FORTH IN SUBSECTION 7.2. IF ANY LENDER 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(E)(2), 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 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 ONE YEAR FROM ITS DATE OF
ISSUANCE OR
3
THE 30TH DAY BEFORE THE DATE SET FORTH IN CLAUSE (II) OF THE DEFINITION OF THE
TERM "REVOLVER LOAN EXPIRATION DATE," OR SUCH OTHER DATE AS AGREED TO BY BOTH
ADMINISTRATIVE AGENT AND THE ISSUING LENDER, IN THEIR SOLE DISCRETION.
(IV)
REQUEST FOR LETTERS OF CREDIT. BORROWER MUST GIVE ADMINISTRATIVE
AGENT AT LEAST THREE BUSINESS DAYS' PRIOR WRITTEN NOTICE, WHICH NOTICE WILL BE
IRREVOCABLE, SPECIFYING THE DATE A LETTER OF CREDIT IS REQUESTED TO BE ISSUED
AND THE AMOUNT AND THE CURRENCY IN WHICH SUCH LETTER OF CREDIT IS PAYABLE,
IDENTIFYING THE BENEFICIARY AND DESCRIBING THE NATURE OF THE TRANSACTIONS
PROPOSED TO BE SUPPORTED THEREBY. ANY NOTICE REQUESTING THE ISSUANCE OF A LETTER
OF CREDIT SHALL BE ACCOMPANIED BY THE FORM OF THE LETTER OF CREDIT TO BE
PROVIDED BY AN ISSUING LENDER. BORROWER MUST ALSO COMPLETE ANY APPLICATION
PROCEDURES AND DOCUMENTS REQUIRED BY AN ISSUING LENDER IN CONNECTION WITH THE
ISSUANCE OF ANY LETTER OF CREDIT, INCLUDING A CERTIFICATE REGARDING BORROWER'S
COMPLIANCE WITH THE PROVISIONS OF SUBSECTION 7.2 OF THIS AGREEMENT.
(V)
BORROWER OBLIGATIONS ABSOLUTE. THE OBLIGATIONS OF BORROWER UNDER
THIS SUBSECTION 1.1(E) ARE IRREVOCABLE, WILL REMAIN IN FULL FORCE AND EFFECT
UNTIL THE ISSUING LENDER AND LENDERS HAVE NO FURTHER OBLIGATIONS