Agent to such Person, plus interest from the date of such payment at an amount
equal to the Base Rate.
(g) Letters of Credit issued by the Agent shall not be
issued for a time period in excess of twelve months.
(h) The Agent shall have no obligation to issue Letters
of Credit on or after April 7, 1998.
(i) The Lenders shall participate in all Letters of
Credit issued by the Agent. Each Lender, upon the issuance of a Letter of
Credit by the Agent, shall be deemed to have purchased without recourse a risk
participation from the Agent in such Letter of Credit and the obligations
arising thereunder, in each case in an amount equal to its Pro Rata Share of
all obligations under such Letter of Credit and shall absolutely,
unconditionally, and irrevocably assume, as primary obligor and not as a
surety, and be obligated to pay to the Agent therefor and discharge when due,
its Pro Rata Share of all obligations arising under such Letter of Credit.
Without limiting the scope and nature of each Lender's participation in any
Letter of Credit, to the extent that the Agent has not been reimbursed as
required hereunder or under any such Letter of Credit, each such Lender shall
pay to the Agent its Pro Rata Share of such unreimbursed drawing in same day
funds on the day of notification by the Agent of an unreimbursed drawing. The
obligation of each Lender to so reimburse the Agent shall be absolute and
unconditional and shall not be affected by the occurrence of a Default
Condition or an Event of Default or any other occurrence or event.
Section 2.12 Right of Offset, Etc. The Borrower hereby agrees that, in
addition to (and without limitation of) any right of set-off, banker's lien or
counterclaim the Agent or the Lenders may otherwise have, the Agent and the
Lenders shall be entitled, at their option, to offset balances held by any of
Agent or Lenders at any of their offices against any principal of or interest
on the Obligations hereunder which is not paid within fifteen (15) days after
such payment is due, and in the event Agent or any of the Lenders does offset
against such balances, it shall promptly notify the Borrower, provided that its
failure to give such notice shall not affect the validity thereof.
Section 2.13 Usury. The parties to this Agreement intend to conform
strictly to applicable usury laws as presently in effect. Accordingly, if the
transactions contemplated hereby would be usurious under applicable law
(including the laws of the United States of America and the State of
Tennessee), then, in that event, notwithstanding anything to the contrary in
any Loan Document or agreement executed in connection with or as security for
the Obligations, Borrower, Agent, and the Lenders agree as follows: (i) the
aggregate of all consideration that constitutes interest under applicable law
which is contracted for, charged, or received under