ANY KIND, TO REIMBURSE ANY L/C ISSUER WITHIN ONE
(1) BUSINESS DAY FOLLOWING DEMAND IN IMMEDIATELY AVAILABLE FUNDS FOR ANY AMOUNTS
PAID BY SUCH L/C ISSUER WITH RESPECT TO A LETTER OF CREDIT, INCLUDING ALL
REIMBURSEMENT
5
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
ACCOUNT (BY INCREASING THE OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING CREDIT
ADVANCES) 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 OR OTHERWISE SHALL BEAR INTEREST AT THE INTEREST RATE
APPLICABLE TO REVOLVING LOANS WHICH 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(D)(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 UN-REIMBURSED
PAYMENT AND THE ACCRUED INTEREST THEREON AND EACH REVOLVING LENDER, ON THE NEXT
BUSINESS DAY PRIOR TO 2:00 P.M. (CHICAGO 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 7.2.
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(D)(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 DESCRIPTION OF THE TRANSACTIONS
PROPOSED TO BE SUPPORTED THEREBY.
IF AGENT INFORMS BORROWER THAT THE L/C