TO EACH LENDER WITH A REVOLVING LOAN COMMITMENT,
AND EACH SUCH LENDER SHALL BE DEEMED IRREVOCABLY AND UNCONDITIONALLY TO HAVE
PURCHASED AND RECEIVED FROM THE ISSUING LENDER, WITHOUT RECOURSE OR WARRANTY, AN
UNDIVIDED INTEREST AND PARTICIPATION, TO THE EXTENT OF SUCH LENDER'S PRO RATA
SHARE, IN SUCH LETTER OF CREDIT AND THE COMPANY'S REIMBURSEMENT OBLIGATIONS WITH
RESPECT THERETO.
IF THE COMPANY DOES NOT PAY ANY REIMBURSEMENT OBLIGATION WHEN
DUE IN ACCORDANCE WITH SECTION 2.3.3, THE COMPANY SHALL BE DEEMED TO HAVE
IMMEDIATELY REQUESTED THAT THE LENDERS MAKE A REVOLVING LOAN WHICH IS A BASE
RATE LOAN IN A PRINCIPAL AMOUNT EQUAL TO SUCH REIMBURSEMENT OBLIGATIONS.
THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY SUCH LENDERS OF SUCH DEEMED REQUEST
AND, WITHOUT THE NECESSITY OF COMPLIANCE WITH THE REQUIREMENTS OF SECTION 2.2.2,
SECTION 12.2 OR OTHERWISE SUCH LENDER SHALL MAKE AVAILABLE TO THE ADMINISTRATIVE
AGENT ITS PRO RATA SHARE OF SUCH LOAN IN ACCORDANCE WITH SECTION 2.3.4.
THE
PROCEEDS OF SUCH LOAN SHALL BE PAID OVER BY THE ADMINISTRATIVE AGENT TO THE
ISSUING LENDER FOR THE ACCOUNT OF THE COMPANY IN SATISFACTION OF SUCH
REIMBURSEMENT OBLIGATIONS.
FOR THE PURPOSES OF THIS AGREEMENT, THE
UNPARTICIPATED PORTION OF EACH LETTER OF CREDIT SHALL BE DEEMED TO BE THE
ISSUING LENDER'S "PARTICIPATION" THEREIN.
THE ISSUING LENDER HEREBY AGREES,
UPON REQUEST OF THE ADMINISTRATIVE AGENT OR ANY LENDER, TO DELIVER TO THE
ADMINISTRATIVE AGENT OR
23
SUCH LENDER A LIST OF ALL OUTSTANDING LETTERS OF CREDIT ISSUED BY THE ISSUING
LENDER, TOGETHER WITH SUCH INFORMATION RELATED THERETO AS THE ADMINISTRATIVE
AGENT OR SUCH LENDER MAY REASONABLY REQUEST.
2.3.3
REIMBURSEMENT OBLIGATIONS.
(A) THE COMPANY HEREBY
UNCONDITIONALLY AND IRREVOCABLY AGREES TO REIMBURSE THE ISSUING LENDER FOR EACH
PAYMENT OR DISBURSEMENT MADE BY THE ISSUING LENDER UNDER ANY LETTER OF CREDIT
HONORING ANY DEMAND FOR PAYMENT MADE BY THE BENEFICIARY THEREUNDER, IN EACH CASE
ON THE DATE THAT SUCH PAYMENT OR DISBURSEMENT IS MADE.
ANY AMOUNT NOT
REIMBURSED ON THE DATE OF SUCH PAYMENT OR DISBURSEMENT SHALL BEAR INTEREST FOR
THE RATABLE ACCOUNT OF THE ISSUING LENDER AND EACH LENDER WHICH HAS FUNDED ITS
PRO RATA SHARE OF SUCH PAYMENT OR DISBURSEMENT FROM THE DATE OF SUCH PAYMENT OR
DISBURSEMENT TO THE DATE THAT THE ISSUING LENDER IS REIMBURSED BY THE COMPANY
THEREFOR, PAYABLE ON DEMAND, AT A RATE PER ANNUM EQUAL TO THE BASE RATE FROM
TIME TO TIME IN EFFECT, PLUS, BEGINNING ON THE THIRD BUSINESS DAY AFTER RECEIPT
OF NOTICE FROM THE ISSUING LENDER OF SUCH PAYMENT OR DISBURSEMENT, 2%.
THE
ISSUING LENDER SHALL NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT WHENEVER
ANY DEMAND FOR PAYMENT IS MADE UNDER ANY LETTER OF CREDIT BY THE BENEFICIARY
THEREUNDER; PROVIDED, THAT THE FAILURE OF THE ISSUING LENDER TO SO NOTIFY THE
COMPANY OR THE ADMINISTRATIVE AGENT SHALL NOT AFFECT THE RIGHTS OF THE ISSUING
LENDER OR THE LENDERS IN ANY MANNER WHATSOEVER, SUBJECT TO THE COMPANY'S
RETENTION OF ITS RIGHT TO BRING A CLAIM TO THE EXTENT IT IS PREJUDICED BY SUCH
FAILURE.
(b)
The Company's reimbursement obligations