HEREWITH AND MAY, IN RELIANCE UPON SUCH ASSUMPTION, DISTRIBUTE TO THE LENDERS OR
THE ISSUING BANK, AS THE CASE MAY BE, THE AMOUNT OR AMOUNTS DUE.
IN SUCH EVENT,
IF THE BORROWER HAS NOT IN FACT MADE SUCH PAYMENT, THEN EACH OF THE LENDERS OR
THE ISSUING BANK,
39
AS THE CASE MAY BE, SEVERALLY AGREES TO REPAY TO THE ADMINISTRATIVE AGENT
FORTHWITH ON DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH LENDER OR ISSUING BANK
WITH INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS
DISTRIBUTED TO IT TO BUT EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE
AGENT, AT THE GREATER OF THE FEDERAL FUNDS EFFECTIVE RATE AND A RATE DETERMINED
BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON
INTERBANK COMPENSATION.
(E)
IF ANY LENDER SHALL FAIL TO MAKE ANY
PAYMENT REQUIRED TO BE MADE BY IT PURSUANT TO SECTION 2.4(C), 2.20(D),
2.21(D) OR (E) OR 10.3(D), THEN THE ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION
(NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF), APPLY ANY AMOUNTS THEREAFTER
RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH LENDER TO SATISFY
SUCH LENDER'S OBLIGATIONS UNDER SUCH SECTIONS UNTIL ALL SUCH UNSATISFIED
OBLIGATIONS ARE FULLY PAID.
(F)
IF A BUSINESS SWEEP ACCOUNT AGREEMENT IS
IN EFFECT, PAYMENT OF SWINGLINE ADVANCES SHALL ALSO BE MADE IN ACCORDANCE WITH
THE TERMS OF THE BUSINESS SWEEP ACCOUNT AGREEMENT.
SECTION 2.21.
LETTERS OF CREDIT.
(A)
DURING THE AVAILABILITY PERIOD, THE ISSUING
BANK, IN RELIANCE UPON THE AGREEMENTS OF THE OTHER LENDERS PURSUANT TO
SECTION 2.21(D), AGREES TO ISSUE, AT THE REQUEST OF THE BORROWER, LETTERS OF
CREDIT FOR THE ACCOUNT OF THE BORROWER ON THE TERMS AND CONDITIONS HEREINAFTER
SET FORTH; PROVIDED, THAT (I) EACH LETTER OF CREDIT SHALL EXPIRE ON THE EARLIER
OF (A) THE DATE ONE YEAR AFTER THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT (OR
IN THE CASE OF ANY RENEWAL OR EXTENSION THEREOF, ONE YEAR AFTER SUCH RENEWAL OR
EXTENSION) AND (B) THE DATE THAT IS FIVE (5) BUSINESS DAYS PRIOR TO THE
REVOLVING COMMITMENT TERMINATION DATE; (II) EACH LETTER OF CREDIT SHALL BE IN A
STATED AMOUNT OF AT LEAST $20,000; AND (III) THE BORROWER MAY NOT REQUEST ANY
LETTER OF CREDIT, IF, AFTER GIVING EFFECT TO SUCH ISSUANCE (A) THE AGGREGATE LC
EXPOSURE WOULD EXCEED THE LC COMMITMENT OR (B) THE AGGREGATE REVOLVING CREDIT
EXPOSURE OF ALL LENDERS WOULD EXCEED THE AGGREGATE REVOLVING COMMITMENT AMOUNT.
EACH LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES TO, PURCHASE FROM THE ISSUING BANK WITHOUT RECOURSE A PARTICIPATION IN
EACH LETTER OF CREDIT EQUAL TO SUCH LENDER'S PRO RATA SHARE OF THE AGGREGATE
AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT (I) ON THE CLOSING DATE
WITH RESPECT TO ALL EXISTING LETTERS OF CREDIT AND (II) ON THE DATE OF ISSUANCE
WITH RESPECT TO ALL OTHER LETTERS OF CREDIT.
EACH ISSUANCE OF A LETTER OF
CREDIT SHALL BE DEEMED TO UTILIZE THE REVOLVING COMMITMENT OF EACH LENDER BY AN
AMOUNT EQUAL