IN IMMEDIATELY AVAILABLE FUNDS FOR CREDIT TO AN ACCOUNT (OTHER THAN A
PAYROLL ACCOUNT) OF BORROWER AT LENDER.
(C)
THE OBLIGATION OF LENDER TO MAKE TERM LOAN B SHALL TERMINATE ON
THE TERM LOAN B COMMITMENT TERMINATION DATE.
(D)
TERM LOAN B SHALL BE EVIDENCED BY, AND PAYABLE IN ACCORDANCE WITH,
THE TERM NOTE B MADE BY BORROWER PAYABLE TO THE ORDER OF LENDER; SUBJECT,
HOWEVER, TO THE PROVISIONS OF SUCH NOTE TO THE EFFECT THAT THE PRINCIPAL AMOUNT
PAYABLE THEREUNDER AT ANY TIME SHALL NOT EXCEED THE THEN UNPAID PRINCIPAL AMOUNT
OF TERM LOAN B MADE BY LENDER.
BORROWER HEREBY IRREVOCABLY AUTHORIZES LENDER TO
MAKE OR CAUSE TO BE MADE, AT OR ABOUT THE TIME ON WHICH THE TERM LOAN B PROCEEDS
ARE ADVANCED TO THE BORROWER, AN APPROPRIATE NOTATION ON THE RECORDS OF LENDER,
REFLECTING THE PRINCIPAL AMOUNT OF TERM LOAN B, AND LENDER SHALL MAKE OR CAUSE
TO BE MADE, ON OR ABOUT THE TIME OF RECEIPT OF PAYMENT OF ANY PRINCIPAL OF THE
TERM NOTE B, AN APPROPRIATE NOTATION ON ITS RECORDS REFLECTING SUCH PAYMENT.
THE OUTSTANDING PRINCIPAL AMOUNT OF TERM LOAN B SET FORTH ON THE RECORDS OF
LENDER SHALL BE REBUTTABLE PRESUMPTIVE EVIDENCE OF THE PRINCIPAL AMOUNT OWING
AND UNPAID ON THE TERM NOTE B.
4D
LETTERS OF CREDIT
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, LENDER
AGREES TO ISSUE STAND-BY LETTERS OF CREDIT (THE "LETTERS OF CREDIT") FROM TIME
TO TIME ON TERMS ACCEPTABLE TO LENDER ON ANY BUSINESS DAY DURING THE PERIOD FROM
THE DATE HEREOF AND ENDING ON THE LETTER OF CREDIT COMMITMENT TERMINATION DATE;
PROVIDED, HOWEVER, THAT LENDER SHALL NOT BE REQUIRED TO ISSUE ANY LETTER OF
CREDIT IF, AFTER GIVING EFFECT TO SUCH ISSUANCE, EITHER: (I) THE TOTAL USAGE
WOULD EXCEED THE REVOLVING CREDIT COMMITMENT; OR (II) THE LETTER OF CREDIT
OBLIGATIONS WOULD EXCEED THE LETTER OF CREDIT COMMITMENT.
(B)
IN ORDER TO OBTAIN A LETTER OF CREDIT, BORROWER SHALL
APPROPRIATELY COMPLETE, DULY EXECUTE AND DELIVER TO LENDER AN APPLICATION FOR A
LETTER OF CREDIT IN FORM ACCEPTABLE TO LENDER (THE "LETTER OF CREDIT
APPLICATION(S)") BY NO LATER THAN THE CLOSE OF LENDER'S BUSINESS AT LEAST FIVE
(5) BUSINESS DAYS PRIOR TO THE DATE ON WHICH BORROWER DESIRES THAT THE LETTER OF
CREDIT BE ISSUED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, NO LETTER OF CREDIT SHALL HAVE AN EXPIRY
DATE LATER THAN THE LETTER OF CREDIT COMMITMENT TERMINATION DATE.
(C)
THE OBLIGATION OF LENDER TO ISSUE LETTERS OF CREDIT SHALL
TERMINATE ON THE LETTER OF CREDIT COMMITMENT TERMINATION DATE.
(D)
BORROWER AGREES TO PAY TO LENDER ON DEMAND: (I) THE AMOUNT OF EACH
DRAFT OR OTHER REQUEST FOR PAYMENT DRAWN UNDER ANY LETTER OF CREDIT (WHETHER
DRAWN BEFORE OR ON ITS STATED EXPIRY DATE) ISSUED BY LENDER; AND (II) INTEREST
ON ALL AMOUNTS REFERRED TO IN CLAUSE (I)
12
ABOVE FROM THE DATE OF SUCH DRAW UNTIL PAYMENT IN FULL AT A FLUCTUATING RATE PER
ANNUM