UPON SUCH ASSUMPTION, MAKE AVAILABLE
TO THE REQUESTING BORROWER ON SUCH DATE A CORRESPONDING AMOUNT.
IF AND TO THE
EXTENT THAT A LENDER HAS NOT SO MADE SUCH RATABLE PORTION AVAILABLE TO THE
AGENT, SUCH LENDER AND SUCH BORROWER SHALL SEVERALLY REPAY TO THE AGENT
FORTHWITH ON DEMAND AN AMOUNT THAT IN THE AGGREGATE EQUALS SUCH CORRESPONDING
AMOUNT TOGETHER WITH INTEREST THEREON FOR EACH DAY FROM THE DATE SUCH AMOUNT IS
MADE AVAILABLE BY THE AGENT TO SUCH BORROWER UNTIL THE DATE SUCH AMOUNT IS
REPAID TO THE AGENT, AT
(I)
IN THE CASE OF SUCH BORROWER, THE
INTEREST RATE APPLICABLE AT THE TIME TO COMMITTED ADVANCES CONSTITUTING SUCH
COMMITTED BORROWING, AND
(II)
IN THE CASE OF SUCH LENDER, THE FEDERAL
FUNDS RATE.
If such Lender shall repay to the Agent such corresponding amount, such amount
so repaid shall constitute such Lender's Committed Advance as part of such
Committed Borrowing for purposes of this Agreement.
(E)
INDEPENDENT LENDER OBLIGATIONS.
THE
FAILURE OF ANY LENDER TO MAKE THE COMMITTED ADVANCE TO BE MADE BY IT AS PART OF
ANY COMMITTED BORROWING SHALL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATION, IF
ANY, HEREUNDER TO MAKE ITS COMMITTED ADVANCE ON THE DATE OF SUCH COMMITTED
BORROWING, BUT NO LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER
LENDER TO MAKE THE COMMITTED ADVANCE TO BE MADE BY SUCH OTHER LENDER ON THE DATE
OF ANY COMMITTED BORROWING.
2.3
ISSUANCE OF AND DRAWINGS AND REIMBURSEMENT
UNDER LETTERS OF CREDIT.
(A)
REQUEST FOR ISSUANCE.
ANY BORROWER MAY
REQUEST ANY LENDER TO ISSUE, AND ANY LENDER MAY, IF IN ITS SOLE DISCRETION IT
ELECTS TO DO SO, ON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, ISSUE
LETTERS OF CREDIT (EACH, A "LETTER OF CREDIT") FOR THE ACCOUNT OF THE BORROWERS
FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE DATE HEREOF
UNTIL 30 DAYS BEFORE THE TERMINATION DATE
(I)
IN AN AGGREGATE AVAILABLE AMOUNT FOR ALL
LETTERS OF CREDIT ISSUED BY ALL ISSUING BANKS NOT TO EXCEED AT ANY TIME THE
LETTER OF CREDIT FACILITY AT SUCH TIME, AND
(II)
IN AN AMOUNT FOR EACH SUCH LETTER OF
CREDIT NOT TO EXCEED AN AMOUNT EQUAL TO THE UNUSED COMMITMENTS OF THE LENDERS AT
SUCH TIME.
(B)
AMOUNT OF LETTERS OF CREDIT.
EACH LETTER OF
CREDIT SHALL BE IN AN AMOUNT OF $1,000,000 OR MORE.
(C)
DURATION OF LETTERS OF CREDIT.
NO LETTER
OF CREDIT SHALL HAVE AN EXPIRATION DATE (INCLUDING ALL RIGHTS OF THE APPLICABLE
BORROWER OR THE BENEFICIARY TO REQUIRE RENEWAL) LATER THAN 30 DAYS PRIOR TO THE
TERMINATION DATE.
WITHIN THE LIMITS REFERRED TO ABOVE, THE BORROWERS MAY
REQUEST THE ISSUANCE OF LETTERS OF CREDIT UNDER THIS SECTION 2.3, REPAY ANY
ADVANCES RESULTING FROM DRAWINGS
13
THEREUNDER PURSUANT TO SECTION 2.3(F) AND REQUEST THE ISSUANCE OF ADDITIONAL
LETTERS OF CREDIT UNDER THIS SECTION 2.3.
THE TERMS "ISSUE", "ISSUED",
"ISSUANCE" AND ALL SIMILAR TERMS, WHEN APPLIED TO A LETTER OF CREDIT, SHALL
INCLUDE ANY RENEWAL, EXTENSION OR AMENDMENT