AGREE TO FUND SUCH BORROWING UNDER THE CREDIT FACILITY 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 BORROWER 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 BORROWER 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 BORROWER OR THROUGH A BORROWING AS PROVIDED HEREINABOVE, SHALL
BEAR INTEREST AT THE
53
BASE RATE PLUS THE APPLICABLE MARGIN PER ANNUM UNTIL REPAID OR REIMBURSED TO L/C
ISSUER.
(D)
IN THE EVENT AGENT BANK FAILS OR IS RESTRAINED, PROHIBITED OR
RESTRICTED FROM CAUSING A BORROWING TO BE MADE AS PROVIDED IN (B) ABOVE OR
LENDERS ARE RESTRAINED, PROHIBITED OR RESTRICTED FROM FUNDING A BORROWING AS
PROVIDED IN (B) ABOVE, THE L/C ISSUER MAY BY WRITTEN NOTICE GIVEN TO AGENT BANK
NOT LATER THAN 11:00 A.M. ON ANY BANKING BUSINESS DAY REQUIRE THE LENDERS TO
ACQUIRE PARTICIPATIONS ON THE NEXT BANKING BUSINESS DAY IN THE SUBJECT L/C
REIMBURSEMENT OBLIGATION.
SUCH NOTICE SHALL SPECIFY THE AGGREGATE AMOUNT OF THE
L/C REIMBURSEMENT OBLIGATION IN WHICH LENDERS WILL PARTICIPATE.
PROMPTLY UPON
RECEIPT OF SUCH NOTICE, AGENT BANK WILL GIVE NOTICE THEREOF TO EACH LENDER,
SPECIFYING IN SUCH NOTICE SUCH LENDER'S APPLICABLE PRO RATA SHARE PERCENTAGE OF
SUCH L/C REIMBURSEMENT OBLIGATION.
EACH LENDER HEREBY ABSOLUTELY AND
UNCONDITIONALLY AGREES, UPON RECEIPT OF NOTICE AS PROVIDED ABOVE, TO PAY TO
AGENT BANK, FOR THE ACCOUNT OF THE L/C ISSUER, SUCH LENDER'S PRO RATA SHARE OF
SUCH L/C REIMBURSEMENT OBLIGATION.
EACH LENDER ACKNOWLEDGES AND AGREES THAT ITS
OBLIGATION TO ACQUIRE PARTICIPATIONS IN THE L/C REIMBURSEMENT OBLIGATION
PURSUANT TO THIS PARAGRAPH IS ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE
AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER, INCLUDING THE OCCURRENCE AND
CONTINUANCE OF A DEFAULT OR AN EVENT OF