MAKE SUCH DISBURSEMENT
AVAILABLE TO THE BENEFICIARY OF SUCH SYNDICATED LETTER OF CREDIT BY PROMPTLY
CREDITING THE AMOUNTS SO RECEIVED, IN THE FUNDS SO RECEIVED, TO THE ACCOUNT
IDENTIFIED BY SUCH BENEFICIARY IN CONNECTION WITH SUCH DEMAND FOR SUCH
DISBURSEMENT.
PROMPTLY FOLLOWING ANY DISBURSEMENT BY ANY LENDER IN RESPECT OF
ANY SYNDICATED LETTER OF CREDIT, THE ADMINISTRATIVE AGENT WILL NOTIFY THE
APPLICABLE BORROWER OF SUCH DISBURSEMENT; PROVIDED THAT ANY FAILURE TO GIVE OR
DELAY IN GIVING SUCH NOTICE SHALL NOT RELIEVE SUCH BORROWER OF ITS OBLIGATION TO
REIMBURSE THE LENDERS WITH RESPECT TO ANY SUCH DISBURSEMENTS.
(E)
REIMBURSEMENT OBLIGATIONS OF THE BORROWERS.
IN THE EVENT OF ANY
DRAWING UNDER ANY SYNDICATED LETTER OF CREDIT, THE BORROWERS AGREE TO REIMBURSE,
IN SAME DAY FUNDS, THE APPLICABLE ISSUING LENDERS ON EACH DATE ON WHICH THE
ADMINISTRATIVE AGENT NOTIFIES THE BORROWERS OF THE DATE AND AMOUNT OF A DRAFT
PAID UNDER ANY SYNDICATED LETTER OF CREDIT FOR THE AMOUNT OF (A) SUCH DRAFT SO
PAID PLUS (B) ANY AMOUNTS REFERRED TO IN SECTION 3.4(C) INCURRED BY THE
APPLICABLE ISSUING LENDERS IN CONNECTION WITH SUCH PAYMENT.
UNLESS THE COMPANY,
ON BEHALF OF THE BORROWERS, SHALL IMMEDIATELY NOTIFY THE ADMINISTRATIVE AGENT
THAT THE BORROWERS INTEND TO REIMBURSE THE ISSUING LENDERS FOR SUCH DRAWING FROM
OTHER SOURCES OR FUNDS, THE BORROWERS SHALL BE DEEMED TO HAVE TIMELY GIVEN A
NOTICE OF BORROWING TO THE ADMINISTRATIVE AGENT REQUESTING THAT THE LENDERS MAKE
A REVOLVING CREDIT LOAN BEARING INTEREST AT THE CD RATE ON SUCH DATE IN THE
AMOUNT OF (A) SUCH DRAFT SO PAID PLUS (B) ANY AMOUNTS REFERRED TO IN SECTION
3.4(C) INCURRED BY THE ISSUING LENDERS IN CONNECTION WITH SUCH PAYMENT, AND THE
LENDERS SHALL MAKE A REVOLVING CREDIT LOAN BEARING INTEREST AT THE CD RATE IN
SUCH AMOUNT, THE PROCEEDS OF WHICH SHALL BE APPLIED TO REIMBURSE THE ISSUING
LENDERS FOR THE AMOUNT OF THE RELATED DRAWING AND COSTS AND EXPENSES.
IF THE
BORROWERS FAIL TO REIMBURSE THE ISSUING LENDER(S) AS PROVIDED ABOVE, THE
UNREIMBURSED AMOUNT OF SUCH DRAWING SHALL BEAR INTEREST AT THE RATE WHICH WOULD
BE PAYABLE ON ANY OUTSTANDING CD RATE LOANS WHICH WERE THEN OVERDUE FROM THE
DATE SUCH AMOUNTS BECOME PAYABLE (WHETHER AT STATED MATURITY, BY ACCELERATION OR
OTHERWISE) UNTIL PAYMENT IN FULL.
SECTION 3.2
Fronted Letters of Credit.
(A)
L/C COMMITMENT.
IF, AND ONLY IF, A BENEFICIARY OF ANY LETTER OF
CREDIT REQUESTED PURSUANT TO SECTION 3.1 REFUSES TO ACCEPT A SYNDICATED LETTER
OF CREDIT, THE FRONTING BANK, IN RELIANCE ON THE AGREEMENTS OF THE OTHER LENDERS
SET FORTH IN SECTION 3.2(C) AND SUBJECT TO THE OTHER TERMS AND CONDITIONS
HEREOF, AGREES TO ISSUE STANDBY LETTERS OF CREDIT ("FRONTED LETTERS OF CREDIT")
FOR THE ACCOUNT OF THE BORROWERS ON ANY BUSINESS DAY FROM THE CLOSING DATE TO
BUT NOT INCLUDING THE FIFTH (5TH) BUSINESS DAY PRIOR TO THE MATURITY DATE IN
SUCH FORM AS MAY BE APPROVED FROM TIME TO TIME BY THE FRONTING BANK; PROVIDED,
THAT THE FRONTING BANK SHALL HAVE NO OBLIGATION TO ISSUE ANY FRONTED