THE FIRST
BUSINESS DAY OF EACH CALENDAR WEEK, A SCHEDULE OF THE LETTERS OF CREDIT ISSUED
BY SUCH L/C ISSUER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, SETTING FORTH THE L/C OBLIGATIONS FOR SUCH LETTERS OF
CREDIT OUTSTANDING ON THE LAST BUSINESS DAY OF THE PREVIOUS CALENDAR WEEK.
(D)
ACQUISITION OF PARTICIPATIONS.
UPON ANY ISSUANCE OF A LETTER
OF CREDIT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT RESULTING IN ANY
INCREASE IN THE L/C OBLIGATIONS, EACH REVOLVING CREDIT LENDER SHALL BE DEEMED TO
HAVE ACQUIRED, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND
PARTICIPATION IN SUCH LETTER OF CREDIT AND THE RELATED L/C OBLIGATIONS IN AN
AMOUNT EQUAL TO SUCH LENDER'S PRO RATA SHARE OF SUCH L/C OBLIGATIONS.
(E)
REIMBURSEMENT OBLIGATIONS OF THE BORROWER.
THE BORROWER
AGREES TO PAY TO THE L/C ISSUER OF ANY LETTER OF CREDIT EACH L/C REIMBURSEMENT
OBLIGATION OWING WITH RESPECT TO SUCH LETTER OF CREDIT NO LATER THAN THE FIRST
BUSINESS DAY AFTER THE BORROWER RECEIVES NOTICE FROM SUCH L/C ISSUER THAT
PAYMENT HAS BEEN MADE UNDER SUCH LETTER OF CREDIT OR THAT SUCH L/C REIMBURSEMENT
OBLIGATION IS OTHERWISE DUE (THE "L/C REIMBURSEMENT DATE") WITH INTEREST THEREON
COMPUTED AS SET FORTH IN CLAUSE (I) BELOW.
IN THE EVENT THAT ANY L/C ISSUER
INCURS ANY L/C REIMBURSEMENT OBLIGATION NOT REPAID BY THE BORROWER AS PROVIDED
IN THIS CLAUSE (E) (OR ANY SUCH PAYMENT BY THE BORROWER IS RESCINDED OR SET
ASIDE FOR ANY REASON), SUCH L/C ISSUER SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE
AGENT OF SUCH FAILURE (AND, UPON RECEIPT OF SUCH NOTICE, THE ADMINISTRATIVE
AGENT SHALL FORWARD A COPY TO EACH REVOLVING CREDIT LENDER) AND, IRRESPECTIVE OF
WHETHER SUCH NOTICE IS GIVEN, SUCH L/C REIMBURSEMENT OBLIGATION SHALL BE PAYABLE
ON DEMAND BY THE BORROWER WITH INTEREST THEREON COMPUTED (I) FROM THE DATE ON
WHICH SUCH L/C REIMBURSEMENT OBLIGATION AROSE TO THE L/C REIMBURSEMENT DATE, AT
THE INTEREST RATE APPLICABLE DURING SUCH PERIOD TO REVOLVING LOANS THAT ARE BASE
RATE LOANS AND (II) THEREAFTER UNTIL PAYMENT IN FULL, AT THE INTEREST RATE
APPLICABLE DURING SUCH PERIOD TO PAST DUE REVOLVING LOANS THAT ARE BASE RATE
LOANS.
(F)
REIMBURSEMENT OBLIGATIONS OF THE REVOLVING CREDIT LENDERS.
(I)
UPON RECEIPT OF THE NOTICE DESCRIBED IN CLAUSE (E) ABOVE
FROM THE ADMINISTRATIVE AGENT, EACH REVOLVING CREDIT LENDER SHALL PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH L/C ISSUER ITS PRO RATA SHARE OF
SUCH L/C REIMBURSEMENT OBLIGATION.
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(II)
IF ANY LENDER (OTHER THAN THE LENDER THAT IS THE L/C ISSUER
THAT ISSUED SUCH LETTER OF CREDIT) IS A NON-FUNDING LENDER, THAT NON-FUNDING
LENDER'S L/C REIMBURSEMENT OBLIGATION SHALL, AT THE ADMINISTRATIVE AGENT'S
ELECTION AT ANY TIME OR UPON ANY L/C ISSUER'S WRITTEN REQUEST DELIVERED TO THE
ADMINISTRATIVE AGENT (WHETHER BEFORE OR AFTER THE OCCURRENCE OF ANY DEFAULT OR
EVENT OF DEFAULT), BE REALLOCATED TO AND ASSUMED BY THE OTHER LENDERS PRO RATA
IN ACCORDANCE WITH THEIR PRO RATA SHARES OF THE REVOLVING LOAN (CALCULATED AS IF
THE NON-FUNDING LENDER'S PRO RATA SHARE WAS REDUCED