RATE LOANS PLUS, AT THE ELECTION OF AGENT OR
REQUISITE REVOLVING 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 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
5
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 (BY INCREASING THE OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING CREDIT
ADVANCES).
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 ISSUER
CANNOT ISSUE THE REQUESTED LETTER OF CREDIT DIRECTLY, BORROWER MAY REQUEST THAT
L/C ISSUER ARRANGE FOR THE ISSUANCE OF THE REQUESTED LETTER OF CREDIT UNDER A
RISK PARTICIPATION AGREEMENT WITH ANOTHER FINANCIAL INSTITUTION REASONABLY
ACCEPTABLE TO AGENT, L/C ISSUER AND BORROWER.
THE ISSUANCE OF ANY LETTER OF
CREDIT UNDER THIS AGREEMENT SHALL BE SUBJECT TO THE CONDITIONS THAT THE LETTER
OF CREDIT IS IN A FORM AND CONTAINS SUCH TERMS AND CONDITIONS AS ARE REASONABLY
SATISFACTORY TO THE L/C ISSUER AND, IN THE CASE OF STANDBY LETTERS OF CREDIT,
AGENT.
THE INITIAL NOTICE REQUESTING THE ISSUANCE OF A LETTER OF CREDIT SHALL
BE ACCOMPANIED BY THE FORM OF THE LETTER OF CREDIT AND THE MASTER STANDBY
AGREEMENT AND AN APPLICATION