FOR DRAWING THEREUNDER.
IN THE EVENT
OF ANY INCONSISTENCY BETWEEN THE TERMS OF THE MASTER LETTER OF CREDIT AGREEMENT,
ANY L/C APPLICATION AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THIS AGREEMENT
SHALL CONTROL.
2.3.2
PARTICIPATIONS IN LETTERS OF CREDIT.
CONCURRENTLY WITH THE
ISSUANCE OF EACH LETTER OF CREDIT, THE ISSUING LENDER SHALL BE DEEMED TO HAVE
SOLD AND TRANSFERRED TO EACH LENDER WITH A REVOLVING LOAN COMMITMENT, AND EACH
SUCH LENDER SHALL BE DEEMED IRREVOCABLY AND UNCONDITIONALLY TO HAVE PURCHASED
AND RECEIVED FROM THE ISSUING LENDER, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED
INTEREST AND PARTICIPATION, TO THE EXTENT OF SUCH LENDER'S PRO RATA SHARE, IN
SUCH LETTER OF CREDIT AND THE COMPANY'S REIMBURSEMENT OBLIGATIONS WITH RESPECT
THERETO.
IF THE COMPANY DOES NOT PAY ANY REIMBURSEMENT OBLIGATION WHEN DUE, THE
COMPANY SHALL BE DEEMED TO HAVE IMMEDIATELY REQUESTED THAT THE LENDERS MAKE A
REVOLVING LOAN WHICH IS A BASE RATE LOAN IN A PRINCIPAL AMOUNT EQUAL TO SUCH
REIMBURSEMENT OBLIGATIONS.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY SUCH
LENDERS OF SUCH DEEMED REQUEST AND, WITHOUT THE NECESSITY OF COMPLIANCE WITH THE
REQUIREMENTS OF SECTION 2.2.2, SECTION 12.2 OR OTHERWISE SUCH LENDER SHALL MAKE
AVAILABLE TO THE ADMINISTRATIVE AGENT ITS PRO RATA SHARE OF SUCH LOAN.
THE
PROCEEDS OF SUCH LOAN SHALL BE PAID OVER BY THE ADMINISTRATIVE AGENT TO THE
ISSUING LENDER FOR THE ACCOUNT OF THE COMPANY IN SATISFACTION OF SUCH
REIMBURSEMENT OBLIGATIONS.
FOR THE PURPOSES OF THIS AGREEMENT, THE
UNPARTICIPATED PORTION OF EACH LETTER OF CREDIT SHALL BE DEEMED TO BE THE
ISSUING LENDER'S "PARTICIPATION" THEREIN.
THE ISSUING LENDER HEREBY AGREES,
UPON REQUEST OF THE ADMINISTRATIVE AGENT OR ANY LENDER, TO DELIVER TO THE
ADMINISTRATIVE AGENT OR SUCH LENDER A LIST OF ALL OUTSTANDING LETTERS OF CREDIT
ISSUED BY THE ISSUING LENDER, TOGETHER WITH SUCH INFORMATION RELATED THERETO AS
THE ADMINISTRATIVE AGENT OR SUCH LENDER MAY REASONABLY REQUEST.
2.3.3
REIMBURSEMENT OBLIGATIONS.
(A) THE COMPANY HEREBY
UNCONDITIONALLY AND IRREVOCABLY AGREES TO REIMBURSE THE ISSUING LENDER FOR EACH
PAYMENT OR DISBURSEMENT MADE BY THE ISSUING LENDER UNDER ANY LETTER OF CREDIT
HONORING ANY DEMAND FOR PAYMENT MADE BY THE BENEFICIARY THEREUNDER, IN EACH CASE
ON THE DATE THAT SUCH PAYMENT OR DISBURSEMENT IS MADE.
ANY AMOUNT NOT
REIMBURSED ON THE DATE OF SUCH PAYMENT OR DISBURSEMENT SHALL BEAR INTEREST FROM
THE DATE OF SUCH PAYMENT OR DISBURSEMENT TO THE DATE THAT THE ISSUING LENDER IS
REIMBURSED BY THE COMPANY THEREFOR AT A RATE PER ANNUM EQUAL TO THE BASE RATE
FROM TIME TO TIME IN EFFECT PLUS THE BASE RATE MARGIN FROM TIME TO TIME IN
EFFECT (PLUS THE DEFAULT RATE OF
26
INTEREST SET FORTH IN SECTION 4.1 TO THE EXTENT AN EVENT OF DEFAULT EXISTS).
IF
ANY REIMBURSEMENT OBLIGATION IS NOT PAID ON THE DAY A PAYMENT OR DISBURSEMENT IS
MADE BY THE ISSUING LENDER UNDER A LETTER OF CREDIT, THE COMPANY HEREBY
AUTHORIZES AND DIRECTS THE ADMINISTRATIVE AGENT TO INCREASE THE PRINCIPAL
BALANCE OF THE REVOLVING LOAN AS A BASE RATE LOAN IN AN AMOUNT EQUAL