UNDER THE JOINT RESPONSIBILITIES OF THE BANKS
HAVING REVOLVING CREDIT COMMITMENTS, TO THE EXTENT PERMITTED BY LAW AND THE
UNIFORM CUSTOM PRACTICES OF THE INTERNATIONAL CHAMBER OF COMMERCE GOVERNING
LETTERS OF CREDIT (PUBLICATION NO. 500 OR ANY SUCCESSOR THERETO), ONE OR MORE
LETTERS OF CREDIT ON THE APPLICATION AND FOR THE ACCOUNT OF THE BORROWER, DURING
THE PERIOD FROM THE CLOSING DATE TO 14 DAYS PRIOR TO THE REVOLVING CREDIT
MATURITY DATE; PROVIDED THAT THE STATED AMOUNT OF LETTERS OF CREDIT OUTSTANDING
AT ANY TIME, PLUS THE AGGREGATE AMOUNT OF ALL UNREIMBURSED DRAWS UNDER SUCH
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OUTSTANDING LETTERS OF CREDIT, SHALL NOT AT ANY TIME (I) EXCEED $2,000,000 IN
THE AGGREGATE, OR (II) WHEN ADDED TO THE THEN OUTSTANDING AMOUNT OF REVOLVING
CREDIT LOANS AT SUCH TIME, EXCEED THE AGGREGATE AMOUNT OF THE REVOLVING CREDIT
COMMITMENTS OF ALL THE BANKS AT SUCH TIME; AND PROVIDED, FURTHER THAT AT THE
TIME THE BORROWER REQUESTS THE ISSUANCE OF A LETTER OF CREDIT AND AFTER GIVING
EFFECT TO THE ISSUANCE THEREOF, THERE HAS NOT OCCURRED AND IS NOT CONTINUING A
DEFAULT OR AN EVENT OF DEFAULT.
IT IS UNDERSTOOD AND AGREED BY THE PARTIES
HERETO THAT AMOUNTS DRAWN UNDER SUCH LETTERS OF CREDIT SHALL BECOME IMMEDIATELY
DUE AND PAYABLE BY THE BORROWER TO THE ADMINISTRATIVE AGENT, FOR THE RATABLE
ACCOUNTS OF THE ISSUING BANK AND THE BANKS, AND SHALL BEAR INTEREST AT THE RATE
THEN APPLICABLE TO REVOLVING CREDIT LOANS THAT ARE PRIME RATE LOANS, AND, IF NOT
PAID FORTHWITH, SHALL BE ADDED TO THE LOAN ACCOUNT AS REVOLVING CREDIT LOANS AND
SHALL BE IMMEDIATELY DUE AND PAYABLE UPON THE REVOLVING CREDIT MATURITY DATE
(OR, IF EARLIER, UPON ACCELERATION OF THE LOANS).
UPON THE ISSUANCE OF EACH
LETTER OF CREDIT BY THE ISSUING BANK, EACH BANK HAVING A REVOLVING CREDIT
COMMITMENT SHALL BE DEEMED TO AUTOMATICALLY HAVE PURCHASED A PARTICIPATION IN
SUCH LETTER OF CREDIT IN ACCORDANCE WITH ITS COMMITMENT PERCENTAGE OF THE
REVOLVING CREDIT COMMITMENT AND EACH BANK SEVERALLY AGREES THAT IT SHALL BE
ABSOLUTELY LIABLE, WITHOUT REGARD TO THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT OR ANY OTHER CONDITION PRECEDENT WHATSOEVER, TO THE EXTENT OF SUCH
BANK'S REVOLVING CREDIT COMMITMENT PERCENTAGE THEREOF, TO REIMBURSE THE ISSUING
BANK ON DEMAND FOR THE AMOUNT OF EACH DRAFT PAID BY SUCH ISSUING BANK UNDER EACH
LETTER OF CREDIT TO THE EXTENT THAT SUCH AMOUNT IS NOT REIMBURSED BY THE
BORROWER PURSUANT HERETO.
IN ADDITION, ALL LETTERS OF CREDIT SHALL, UNLESS THE
ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE BANKS OTHERWISE AGREE IN WRITING,
HAVE A STATED EXPIRATION DATE NOT TO EXCEED ONE YEAR AND SHALL, IN ANY EVENT,
EXPIRE NOT LATER THAN 14 DAYS PRIOR TO THE REVOLVING CREDIT MATURITY DATE.
In order to evidence such Letters of Credit, the Borrower shall enter into, with
the Issuing Bank and the Banks, such agreements and execute such customary
instruments and documents as the Administrative Agent, the Issuing Bank and the
Banks reasonably require, including, but not limited to, a letter of credit