OTHER EVENT OR CIRCUMSTANCE
WHATSOEVER THAT MIGHT, BUT FOR THE PROVISIONS OF THIS SECTION 1.1(D)(IV),
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF BORROWER'S OBLIGATIONS HEREUNDER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND
AGREED BY BORROWER THAT THE ABSOLUTE AND UNCONDITIONAL OBLIGATION OF BORROWER TO
AGENT AND LENDERS HEREUNDER TO REIMBURSE PAYMENTS MADE UNDER A LETTER OF CREDIT
WILL NOT BE EXCUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE L/C
ISSUER.
(V)
OBLIGATIONS OF L/C ISSUERS.
EACH L/C ISSUER AGREES TO PROVIDE
AGENT (WHICH, AFTER RECEIPT, AGENT SHALL PROVIDE TO EACH REVOLVING LENDER), IN
FORM AND SUBSTANCE SATISFACTORY TO AGENT, EACH OF THE FOLLOWING ON THE FOLLOWING
DATES: (A) (I) ON OR PRIOR TO ANY ISSUANCE OF ANY LETTER OF CREDIT BY SUCH L/C
ISSUER, (II) IMMEDIATELY AFTER ANY DRAWING
7
UNDER ANY SUCH LETTER OF CREDIT OR (III) IMMEDIATELY AFTER ANY PAYMENT (OR
FAILURE TO PAY WHEN DUE) BY BORROWER OF ANY RELATED L/C REIMBURSEMENT
OBLIGATION, NOTICE THEREOF, WHICH SHALL CONTAIN A REASONABLY DETAILED
DESCRIPTION OF SUCH ISSUANCE, DRAWING OR PAYMENT; (B) UPON THE REQUEST OF AGENT
(OR ANY REVOLVING LENDER THROUGH AGENT), COPIES OF ANY LETTER OF CREDIT ISSUED
BY SUCH L/C ISSUER AND ANY RELATED L/C REIMBURSEMENT AGREEMENT AND SUCH OTHER
DOCUMENTS AND INFORMATION AS MAY REASONABLY BE REQUESTED BY AGENT; (C) ON THE
FIRST BUSINESS DAY OF EACH CALENDAR WEEK IF THERE HAS BEEN ANY CHANGE TO SUCH
SCHEDULE SINCE THE PREVIOUS DELIVERY PURSUANT TO THIS CLAUSE (C), A SCHEDULE OF
THE LETTERS OF CREDIT ISSUED BY SUCH L/C ISSUER, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO AGENT, SETTING FORTH THE LETTER OF CREDIT OBLIGATIONS
FOR SUCH LETTERS OF CREDIT OUTSTANDING ON THE LAST BUSINESS DAY OF THE PREVIOUS
CALENDAR WEEK; AND (D) PROMPTLY FOLLOWING REQUEST BY AGENT, SUCH ADDITIONAL
INFORMATION REASONABLY REQUESTED BY AGENT FROM TIME TO TIME WITH RESPECT TO THE
LETTERS OF CREDIT ISSUED BY SUCH L/C ISSUER.
(VI)
OUTSTANDING LETTERS OF CREDIT.
THE LETTERS OF CREDIT
OUTSTANDING ON THE CLOSING DATE AND LISTED ON SCHEDULE 1.1(D) HERETO (THE
"EXISTING LETTERS OF CREDIT") WERE ISSUED PURSUANT TO THE EXISTING CREDIT
AGREEMENT AND WERE THE ONLY LETTERS OF CREDIT ISSUED UNDER THE EXISTING CREDIT
AGREEMENT WHICH WERE OUTSTANDING AS OF THE CLOSING DATE.
BORROWER, ISSUER AND
EACH OF THE LENDERS HEREBY AGREE WITH RESPECT TO THE EXISTING LETTERS OF CREDIT
THAT SUCH EXISTING LETTERS OF CREDIT, FOR ALL PURPOSES UNDER THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, SECTIONS 1.1(D)(I), (D)(II), (D)(IV) AND
(D)(V) AND SECTION 1.3(C), SHALL BE DEEMED TO BE LETTERS OF CREDIT GOVERNED BY
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(E)
INCREMENTAL FACILITIES.
(I)
THE BORROWER MAY BY WRITTEN NOTICE TO AGENT ELECT TO REQUEST
THE ESTABLISHMENT OF ONE OR MORE NEW TERM LOAN COMMITMENTS (THE "NEW TERM LOAN
COMMITMENTS") AND/OR (PRIOR TO THE COMMITMENT TERMINATION DATE), AN INCREASE TO
THE EXISTING REVOLVING LOAN COMMITMENT (ANY SUCH INCREASE, THE "NEW REVOLVING
LOAN COMMITMENTS"); PROVIDED THAT, (I) THE AGGREGATE AMOUNT OF ALL SUCH NEW TERM
LOAN COMMITMENTS