FROM TIME TO TIME BE ACCEPTABLE TO THE ADMINISTRATIVE
AGENT.
(B)
THE ADMINISTRATIVE AGENT WILL ENDEAVOR TO CAUSE THE ISSUANCE OF ANY
L/C SO REQUESTED BY THE LEAD BORROWER, PROVIDED THAT, AT THE TIME THAT THE
REQUEST IS MADE, THE REVOLVING CREDIT HAS NOT BEEN SUSPENDED AS PROVIDED IN
SECTION 2.5(H) AND IF SO ISSUED:
(I)
THE AGGREGATE STATED AMOUNT OF ALL L/C'S
THEN OUTSTANDING (GIVING EFFECT TO THE ISSUANCE OF THE REQUESTED L/C), DOES NOT
EXCEED THIRTY MILLION DOLLARS ($30,000,000);
(II)
THE EXPIRY OF THE REQUESTED L/C IS NOT
LATER THAN THE EARLIER OF THIRTY (30) DAYS PRIOR TO THE MATURITY DATE OR THE
FOLLOWING:
(A)
FOR STANDBY L/C'S: ONE (1) YEAR FROM INITIAL
ISSUANCE.
51
(B)
FOR DOCUMENTARY L/C'S: ONE HUNDRED (120) DAYS
FROM ISSUANCE; AND
(III)
AN OVERLOAN WILL NOT RESULT FROM THE
ISSUANCE OF THE SUBJECT L/C.
(C)
UNLESS OTHERWISE AGREED BETWEEN THE LEAD BORROWER AND THE
ADMINISTRATIVE AGENT, THE ISSUER OF ALL L/C'S SHALL BE BANK OF AMERICA AND ANY
SUCCESSOR TO BANK OF AMERICA.
(D)
THE LEAD BORROWER SHALL ALSO EXECUTE SUCH OTHER DOCUMENTATION TO
APPLY FOR AND SUPPORT THE ISSUANCE OF AN L/C AS MAY BE REQUIRED BY BANK OF
AMERICA OR ITS SUCCESSOR OR ANY OTHER
ISSUER, INCLUDING, WITHOUT LIMITATION, IN
RESPECT OF THE SPECIAL PURPOSE CREDIT. THIS AGREEMENT SHALL CONTROL ANY CONFLICT
BETWEEN THIS AGREEMENT AND ANY SUCH DOCUMENTATION.
(E)
THERE SHALL NOT BE ANY RECOURSE TO, NOR LIABILITY OF, THE AGENT OR
LENDERS ON ACCOUNT OF
(I)
ANY DELAY OR REFUSAL BY AN ISSUER TO
ISSUE AN L/C; OR
(II)
ANY ACTION OR INACTION OF AN ISSUER ON
ACCOUNT OF OR IN RESPECT TO, ANY L/C.
(F)
THE BORROWERS SHALL REIMBURSE THE ISSUER FOR THE AMOUNT OF ANY
HONORING OF A DRAWING UNDER AN L/C ON THE SAME DAY ON WHICH SUCH HONORING TAKES
PLACE. THE BORROWERS AUTHORIZE THE ADMINISTRATIVE AGENT AND THE ISSUER TO CHARGE
BORROWERS' OPERATING ACCOUNT FOR SUCH PURPOSE.
IN THE EVENT THE FUNDS IN THE
OPERATING ACCOUNT ARE NOT SUFFICIENT, THE ADMINISTRATIVE AGENT OR LENDERS,
WITHOUT THE REQUEST OF THE LEAD BORROWER, MAY ADVANCE UNDER THE REVOLVING CREDIT
(AND CHARGE TO THE LOAN ACCOUNT) THE AMOUNT OF ANY HONORING OF ANY L/C AND OTHER
AMOUNT FOR WHICH THE BORROWERS, THE LENDERS, THE AGENT, OR THE ISSUER BECOMES
OBLIGATED ON ACCOUNT OF, OR IN RESPECT TO, ANY L/C.
SUCH ADVANCE SHALL BE MADE
WHETHER OR NOT A SUSPENSION EVENT EXISTS OR SUCH ADVANCE WOULD RESULT IN AN
OVERLOAN.
SUCH ACTION SHALL NOT CONSTITUTE A WAIVER OF THE ADMINISTRATIVE
AGENT'S RIGHTS UNDER SECTION 2.10(B) HEREOF.
2.19
FEES FOR L/C'S.
(A)
THE BORROWERS SHALL PAY TO THE ADMINISTRATIVE AGENT A FEE, FOR THE
BENEFIT OF THE LENDERS, ON ACCOUNT OF EACH L/C PROCURED BY THE ADMINISTRATIVE
AGENT, QUARTERLY IN ARREARS, AND ON THE TERMINATION DATE AND ON THE END DATE,
EQUAL TO THE FOLLOWING:
(I)
FOR STANDBY L/C'S:
(A) FOR THE FIRST
$8,500,000 OF THE STATED AMOUNT OF SUCH STANDBY L/CS, THE APPLICABLE INDEX
MARGIN LESS ONE-HALF OF