DRAFT BEING HEREINAFTER REFERRED TO
AS A "REIMBURSEMENT OBLIGATION" WITH RESPECT TO SUCH LETTER OF CREDIT OR L/C
DRAFT), EACH SUCH REIMBURSEMENT TO BE MADE BY THE BORROWER NO LATER THAN THE
BUSINESS DAY ON WHICH THE APPLICABLE ISSUING BANK MAKES PAYMENT OF EACH SUCH L/C
DRAFT OR, IF THE BORROWER SHALL HAVE
42
RECEIVED NOTICE OF A REIMBURSEMENT OBLIGATION LATER THAN 11:00 A.M. (CHICAGO
TIME), ON ANY BUSINESS DAY OR ON A DAY WHICH IS NOT A BUSINESS DAY, NO LATER
THAN 11:00 A.M. (CHICAGO TIME), ON THE IMMEDIATELY FOLLOWING BUSINESS DAY OR, IN
THE CASE OF ANY OTHER DRAW ON A LETTER OF CREDIT, THE DATE SPECIFIED IN THE
DEMAND OF SUCH ISSUING BANK.
IF THE BORROWER AT ANY TIME FAILS TO REPAY A
REIMBURSEMENT OBLIGATION PURSUANT TO THIS SECTION 3.7, THE BORROWER SHALL BE
DEEMED TO HAVE ELECTED TO BORROW REVOLVING LOANS FROM THE LENDERS, AS OF THE
DATE OF THE ADVANCE GIVING RISE TO THE REIMBURSEMENT OBLIGATION, EQUAL IN AMOUNT
TO THE DOLLAR AMOUNT OF THE UNPAID REIMBURSEMENT OBLIGATION.
SUCH REVOLVING
LOANS SHALL BE MADE AS OF THE DATE OF THE PAYMENT GIVING RISE TO SUCH
REIMBURSEMENT OBLIGATION, AUTOMATICALLY, WITHOUT NOTICE AND WITHOUT ANY
REQUIREMENT TO SATISFY THE CONDITIONS PRECEDENT OTHERWISE APPLICABLE TO AN
ADVANCE OF REVOLVING LOANS.
SUCH REVOLVING LOANS SHALL CONSTITUTE A FLOATING
RATE ADVANCE, THE PROCEEDS OF WHICH ADVANCE SHALL BE USED TO REPAY SUCH
REIMBURSEMENT OBLIGATION.
IF, FOR ANY REASON, THE BORROWER FAILS TO REPAY A
REIMBURSEMENT OBLIGATION ON THE DAY SUCH REIMBURSEMENT OBLIGATION ARISES AND,
FOR ANY REASON, THE LENDERS ARE UNABLE TO MAKE OR HAVE NO OBLIGATION TO MAKE
REVOLVING LOANS, THEN SUCH REIMBURSEMENT OBLIGATION SHALL BEAR INTEREST FROM AND
AFTER SUCH DAY, UNTIL PAID IN FULL, AT THE INTEREST RATE APPLICABLE TO A
FLOATING RATE ADVANCE PLUS TWO PERCENT (2.0%) PER ANNUM.
3.8
LETTER OF CREDIT FEES.
THE BORROWER AGREES
TO PAY:
(A)
QUARTERLY, IN ARREARS, TO THE ADMINISTRATIVE
AGENT FOR THE RATABLE BENEFIT OF THE LENDERS A LETTER OF CREDIT FEE AT A RATE
PER ANNUM EQUAL TO THE APPLICABLE EURODOLLAR MARGIN IN EFFECT ON THE AVERAGE
DAILY OUTSTANDING DOLLAR AMOUNT AVAILABLE FOR DRAWING UNDER EACH STANDBY LETTER
OF CREDIT;
(B)
QUARTERLY, IN ARREARS, TO THE APPLICABLE
ISSUING BANK, A LETTER OF CREDIT FRONTING FEE EQUAL TO 0.125% PER ANNUM ON THE
AVERAGE DAILY OUTSTANDING FACE AMOUNT AVAILABLE FOR DRAWING UNDER EACH STANDBY
LETTER OF CREDIT ISSUED BY SUCH ISSUING BANK; AND
(C)
TO THE ISSUING BANK, ALL CUSTOMARY FEES AND
OTHER ISSUANCE, AMENDMENT. CANCELLATION, DOCUMENT EXAMINATION, NEGOTIATION,
TRANSFER AND PRESENTMENT EXPENSES AND RELATED CHARGES IN CONNECTION WITH THE
ISSUANCE, AMENDMENT, CANCELLATION, PRESENTATION OF L/C DRAFTS, NEGOTIATION,
TRANSFER AND THE LIKE CUSTOMARILY CHARGED BY SUCH ISSUING BANK WITH RESPECT TO
STANDBY LETTERS OF CREDIT, PAYABLE AT THE TIME OF INVOICE OF SUCH AMOUNTS.
3.9
ISSUING BANK REPORTING REQUIREMENTS.
IN
ADDITION TO THE NOTICES REQUIRED BY SECTION 3.5(B), THE ISSUING BANK SHALL, NO
LATER THAN THE TENTH (10TH) BUSINESS DAY FOLLOWING THE LAST DAY OF EACH MONTH,
PROVIDE