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, FEES,
CHARGES, COSTS AND EXPENSES PAID BY SUCH L/C ISSUER.
BORROWER HEREBY AUTHORIZES
AND DIRECTS AGENT, AT AGENT'S OPTION, TO DEBIT BORROWER'S ACCOUNTS (BY
INCREASING THE OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING CREDIT ADVANCES OR
SWING LINE ADVANCES MADE TO BORROWER, AS APPLICABLE) 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
IMMEDIATELY REPAID BY BORROWER WITH THE PROCEEDS OF A REVOLVING CREDIT ADVANCE,
SWING LINE ADVANCE OR OTHERWISE SHALL BEAR INTEREST PAYABLE ON DEMAND AT THE
INTEREST RATE
5
APPLICABLE TO REVOLVING CREDIT ADVANCES THAT ARE INDEX RATE LOANS PLUS, AT THE
ELECTION OF AGENT OR REQUISITE 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(C)(II).
IN THE EVENT AGENT ELECTS NOT TO
DEBIT BORROWER'S ACCOUNT AND BORROWER FAILS 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 BORROWER OR SATISFIED THROUGH A DEBIT OF BORROWER'S 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
BORROWER 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.
(III)
REQUEST FOR LETTERS OF CREDIT.
BORROWER
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