AGREEMENT.
THE
COLLATERAL AGENT SHALL HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE
EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH CASH COLLATERAL ACCOUNT.
OTHER THAN
ANY INTEREST EARNED ON THE INVESTMENT OF SUCH DEPOSITS, WHICH INVESTMENTS SHALL
BE MADE AT THE OPTION AND SOLE DISCRETION OF THE ADMINISTRATIVE AGENT AT THE
REQUEST OF THE BORROWERS AND AT THE BORROWERS' RISK AND EXPENSE, SUCH DEPOSITS
SHALL NOT BEAR INTEREST.
INTEREST OR PROFITS, IF ANY, ON SUCH INVESTMENTS SHALL
ACCUMULATE IN SUCH ACCOUNT.
MONEYS IN SUCH CASH COLLATERAL ACCOUNT SHALL BE
APPLIED BY THE ADMINISTRATIVE AGENT TO REIMBURSE THE ISSUING BANKS FOR PAYMENTS
ON ACCOUNT OF DRAWINGS UNDER LETTERS OF CREDIT FOR WHICH IT HAS NOT BEEN
REIMBURSED AND, TO THE EXTENT NOT SO APPLIED, SHALL BE HELD FOR THE SATISFACTION
OF THE REIMBURSEMENT OBLIGATIONS OF THE BORROWERS FOR THE LETTER OF CREDIT
OUTSTANDINGS AT SUCH TIME OR, IF THE LOANS HAVE MATURED OR THE MATURITY OF THE
LOANS HAS BEEN ACCELERATED, BE APPLIED TO SATISFY OTHER OBLIGATIONS OF THE
BORROWERS UNDER THIS AGREEMENT.
(K)
ALL EXISTING LETTERS OF CREDIT SHALL, FROM
AND AFTER THE EFFECTIVE DATE, BE DEEMED FOR ALL PURPOSES TO BE LETTERS OF CREDIT
UNDER THIS AGREEMENT.
SECTION 2.7
Settlements Amongst Lenders.
(A)
THE SWINGLINE LENDER MAY (BUT SHALL NOT BE
OBLIGATED TO), AT ANY TIME, ON BEHALF OF THE BORROWERS (WHICH HEREBY AUTHORIZE
THE SWINGLINE LENDER TO ACT IN THEIR BEHALF IN THAT REGARD) REQUEST THE
ADMINISTRATIVE AGENT TO CAUSE THE LENDERS TO MAKE A REVOLVING LOAN (WHICH SHALL
BE A BASE RATE LOAN) IN AN AMOUNT EQUAL TO SUCH LENDER'S COMMITMENT PERCENTAGE
OF THE OUTSTANDING AMOUNT OF SWINGLINE LOANS MADE IN ACCORDANCE WITH
SECTION 2.5, WHICH REQUEST MAY BE MADE REGARDLESS OF WHETHER THE CONDITIONS SET
FORTH IN ARTICLE IV HAVE BEEN SATISFIED.
UPON SUCH REQUEST, EACH LENDER SHALL
MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT THE PROCEEDS OF SUCH REVOLVING LOAN
FOR THE ACCOUNT OF THE SWINGLINE LENDER.
IF THE SWINGLINE LENDER REQUIRES A
REVOLVING LOAN TO BE MADE BY THE LENDERS AND THE REQUEST THEREFOR IS RECEIVED
PRIOR TO 12:00 NOON ON A BUSINESS DAY, SUCH TRANSFERS SHALL BE MADE IN
IMMEDIATELY AVAILABLE FUNDS NOT LATER THAN 4:00 P.M. THAT DAY; AND, IF THE
REQUEST THEREFOR IS RECEIVED AFTER 12:00 NOON THEN NOT LATER THAN 4:00 P.M. ON
THE NEXT BUSINESS DAY.
THE OBLIGATION OF EACH LENDER TO TRANSFER SUCH FUNDS IS
IRREVOCABLE, UNCONDITIONAL AND WITHOUT RECOURSE TO OR WARRANTY BY THE
ADMINISTRATIVE AGENT OR THE SWINGLINE LENDER.
IF AND TO THE EXTENT ANY LENDER
SHALL NOT HAVE SO MADE ITS TRANSFER TO THE ADMINISTRATIVE AGENT, SUCH LENDER
AGREES TO PAY TO THE ADMINISTRATIVE AGENT, FORTHWITH ON DEMAND SUCH AMOUNT,
TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM SUCH DATE UNTIL THE DATE SUCH
AMOUNT IS PAID TO THE ADMINISTRATIVE AGENT AT THE FEDERAL FUNDS EFFECTIVE RATE.
(B)
THE AMOUNT OF EACH LENDER'S COMMITMENT
PERCENTAGE OF OUTSTANDING REVOLVING LOANS AND SWINGLINE LOANS SHALL BE COMPUTED
WEEKLY (OR MORE FREQUENTLY IN THE ADMINISTRATIVE AGENT'S DISCRETION) AND SHALL
BE ADJUSTED