PRO
RATA SHARE OF EACH PAYMENT MADE BY ISSUING LENDER IN RESPECT OF A LETTER OF
CREDIT AND NOT IMMEDIATELY REIMBURSED BY BORROWER.
EACH LENDER ACKNOWLEDGES AND
AGREES THAT ITS OBLIGATIONS TO ACQUIRE PARTICIPATIONS PURSUANT TO THIS
SUBSECTION 1.1(E)(2) IN RESPECT OF LETTERS OF CREDIT AND TO MAKE THE PAYMENTS TO
ISSUING LENDER REQUIRED BY THE PRECEDING SENTENCE ARE ABSOLUTE AND UNCONDITIONAL
AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, 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
SUBSECTION 7.2.
IF ANY LENDER FAILS TO MAKE AVAILABLE TO ISSUING LENDER THE
AMOUNT OF SUCH LENDER'S PRO RATA SHARE OF ANY PAYMENTS MADE BY ISSUING LENDER IN
RESPECT OF A LETTER OF CREDIT AS PROVIDED IN THIS SUBSECTION 1.1(E)(2), ISSUING
LENDER SHALL BE ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH LENDER
TOGETHER WITH INTEREST AT THE BASE RATE.
(3)
CONDITIONS OF ISSUANCE OF LETTERS OF
CREDIT.
IN ADDITION TO ALL OTHER TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT, THE ISSUANCE BY THE ISSUING LENDER OF ANY LETTER OF CREDIT SHALL BE
SUBJECT TO THE CONDITIONS PRECEDENT THAT THE LETTER OF CREDIT SHALL SUPPORT A
TRANSACTION
3
ENTERED INTO IN THE ORDINARY COURSE OF BORROWER'S OR ANY OF ITS SUBSIDIARIES'
BUSINESSES, SHALL BE IN AN AMOUNT EQUAL TO OR GREATER THAN $50,000 AND SHALL BE
IN SUCH FORM AND CONTAIN SUCH TERMS AND CONDITIONS AS ARE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE ISSUING LENDER.
THE EXPIRATION
DATE OF EACH LETTER OF CREDIT MUST BE ON A DATE WHICH IS THE EARLIER OF ONE YEAR
FROM ITS DATE OF ISSUANCE OR THE 30TH DAY BEFORE THE DATE SET FORTH IN
CLAUSE (III) OF THE DEFINITION OF THE TERM REVOLVING LOAN EXPIRATION DATE, OR
SUCH OTHER DATE AS AGREED TO BY BOTH ADMINISTRATIVE AGENT AND ISSUING LENDER, IN
THEIR SOLE DISCRETION.
(4)
REQUEST FOR LETTERS OF CREDIT.
BORROWER
MUST GIVE ADMINISTRATIVE AGENT AND ISSUING LENDER AT LEAST THREE BUSINESS DAYS'
PRIOR WRITTEN NOTICE SPECIFYING THE DATE A LETTER OF CREDIT IS REQUESTED TO BE
ISSUED AND THE AMOUNT AND THE CURRENCY IN WHICH SUCH LETTER OF CREDIT IS
PAYABLE, IDENTIFYING THE BENEFICIARY AND DESCRIBING THE NATURE OF THE
TRANSACTIONS PROPOSED TO BE SUPPORTED THEREBY.
ANY NOTICE REQUESTING THE
ISSUANCE OF A LETTER OF CREDIT SHALL BE ACCOMPANIED BY THE FORM OF THE LETTER OF
CREDIT TO BE PROVIDED BY ISSUING LENDER.
BORROWER MUST ALSO COMPLETE ANY
APPLICATION PROCEDURES AND DOCUMENTS REQUIRED BY ISSUING LENDER IN CONNECTION
WITH THE ISSUANCE OF ANY LETTER OF CREDIT, INCLUDING A CERTIFICATE REGARDING
BORROWER'S COMPLIANCE WITH THE PROVISIONS OF SUBSECTION 7.2 OF THIS AGREEMENT.
(5)
BORROWER OBLIGATIONS ABSOLUTE.
THE
OBLIGATIONS OF BORROWER UNDER THIS SUBSECTION 1.1(E) ARE IRREVOCABLE, WILL
REMAIN IN FULL FORCE AND EFFECT UNTIL ISSUING LENDER AND THE LENDERS HAVE NO
FURTHER OBLIGATIONS TO MAKE ANY PAYMENTS OR DISBURSEMENTS UNDER ANY
CIRCUMSTANCES WITH RESPECT TO ANY LETTER OF CREDIT,