EVENT ADMINISTRATIVE AGENT ELECTS NOT TO
DEBIT BORROWER'S ACCOUNT AND BORROWER FAILS TO REIMBURSE AN ISSUING LENDER IN
FULL ON THE DATE OF ANY PAYMENT IN RESPECT OF A LETTER OF CREDIT ISSUED FOR THE
ACCOUNT OF ANY LOAN PARTY, ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH
LENDER OF THE AMOUNT OF SUCH UNREIMBURSED PAYMENT AND THE ACCRUED INTEREST
THEREON AND EACH SUCH LENDER, ON THE NEXT BUSINESS DAY, SHALL DELIVER TO
ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO ITS PRO RATA SHARE THEREOF IN SAME DAY
FUNDS.
EACH LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO EACH
ISSUING LENDER UPON DEMAND BY SUCH ISSUING LENDER SUCH LENDER'S PRO RATA SHARE
OF EACH PAYMENT MADE BY SUCH 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(F)(II) IN RESPECT OF LETTERS OF CREDIT AND TO MAKE THE PAYMENTS TO EACH
ISSUING LENDER REQUIRED BY THE PRECEDING SENTENCE ARE ABSOLUTE AND UNCONDITIONAL
AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER, INCLUDING 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 AN ISSUING LENDER THE AMOUNT OF SUCH LENDER'S
PRO RATA SHARE OF ANY PAYMENTS MADE BY SUCH ISSUING LENDER IN RESPECT OF A
LETTER OF CREDIT AS PROVIDED IN THIS SUBSECTION 1.1(F)(II), SUCH ISSUING LENDER
SHALL BE ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH LENDER TOGETHER
WITH INTEREST AT THE BASE RATE.
(III)
CONDITIONS OF ISSUANCE OF LETTERS OF CREDIT.
IN ADDITION TO ALL
OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE ISSUANCE BY AN
ISSUING LENDER OF ANY LETTER OF CREDIT SHALL BE SUBJECT TO THE CONDITIONS
PRECEDENT THAT THE LETTER OF CREDIT SHALL BE IN SUCH FORM, BE FOR SUCH AMOUNT,
AND CONTAIN SUCH TERMS AND CONDITIONS AS ARE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT AND THE ISSUING LENDER.
THE EXPIRATION DATE OF EACH LETTER
OF CREDIT MUST BE ON A DATE WHICH IS THE EARLIER OF (1)(A) FOR A STANDBY LETTER
OF CREDIT, ONE YEAR FROM ITS DATE OF ISSUANCE AND (B) FOR A TRADE LETTER OF
CREDIT, 180 DAYS FROM ITS DATE OF ISSUANCE OR (2) THE 30TH DAY BEFORE THE DATE
SET FORTH IN CLAUSE (B) OF THE DEFINITION OF THE TERM "REVOLVER EXPIRATION
DATE," OR SUCH LATER DATE AS AGREED TO BY BOTH ADMINISTRATIVE AGENT AND THE
ISSUING LENDER, IN THEIR SOLE DISCRETION.
(IV)
REQUEST FOR LETTERS OF CREDIT.
BORROWER MUST GIVE ADMINISTRATIVE
AGENT AT LEAST THREE BUSINESS DAYS' PRIOR WRITTEN NOTICE, WHICH NOTICE WILL BE
IRREVOCABLE, 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, STATING WHETHER THE LETTER OF CREDIT WILL BE A
STANDBY OR TRADE LETTER OF CREDIT, AND DESCRIBING THE