ISSUING
BANK UPON DEMAND AN AMOUNT EQUAL TO SUCH L/C PARTICIPANT'S REVOLVING CREDIT
COMMITMENT PERCENTAGE OF THE AMOUNT OF SUCH DRAFT, OR ANY PART THEREOF, WHICH IS
NOT SO REIMBURSED.
IF ANY AMOUNT REQUIRED TO BE PAID BY ANY L/C PARTICIPANT TO THE ISSUING BANK
PURSUANT TO SECTION 4.2(A) IN RESPECT OF ANY UNREIMBURSED PORTION OF ANY PAYMENT
MADE BY THE ISSUING BANK UNDER ANY LETTER OF CREDIT IS PAID TO THE
ADMINISTRATIVE AGENT WITHIN THREE BUSINESS DAYS AFTER THE DATE SUCH PAYMENT IS
DUE, SUCH L/C PARTICIPANT SHALL PAY TO THE ADMINISTRATIVE AGENT ON DEMAND AN
AMOUNT EQUAL TO THE PRODUCT OF (I) SUCH AMOUNT, TIMES (II) THE DAILY AVERAGE
FEDERAL FUNDS RATE, AS QUOTED BY THE ISSUING BANK, DURING THE PERIOD FROM AND
INCLUDING THE DATE SUCH PAYMENT IS REQUIRED TO THE DATE ON WHICH SUCH PAYMENT IS
IMMEDIATELY AVAILABLE TO THE ISSUING LENDER, TIMES (III) A FRACTION THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS THAT ELAPSE DURING SUCH PERIOD AND THE
DENOMINATOR OF WHICH IS 360. IF ANY SUCH AMOUNT REQUIRED TO BE PAID BY ANY L/C
PARTICIPANT PURSUANT TO SECTION 4.4(A) IS NOT IN FACT MADE AVAILABLE TO THE
ISSUING BANK SUCH L/C PARTICIPANT WITHIN THREE BUSINESS DAYS AFTER THE DATE SUCH
PAYMENT IS DUE, THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECOVER FROM SUCH
L/C PARTICIPANT, ON DEMAND, SUCH AMOUNT WITH INTEREST THEREON CALCULATED FROM
SUCH DUE DATE AT THE RATE PER ANNUM APPLICABLE TO ALTERNATE BASE RATE LOANS
HEREUNDER. A CERTIFICATE OF THE ADMINISTRATIVE AGENT SUBMITTED TO ANY L/C
PARTICIPANT WITH RESPECT TO ANY AMOUNTS OWING UNDER THIS SECTION SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
WHENEVER, AT ANY TIME AFTER THE ISSUING BANK HAS MADE PAYMENT UNDER ANY LETTER
OF CREDIT AND THE ADMINISTRATIVE AGENT HAS RECEIVED FROM ANY L/C PARTICIPANT ITS
PRO RATA SHARE OF SUCH PAYMENT IN ACCORDANCE WITH SECTION 4.4(A), THE
ADMINISTRATIVE AGENT OR THE ISSUING BANK RECEIVES ANY PAYMENT RELATED TO SUCH
LETTER OF CREDIT (WHETHER DIRECTLY FROM THE BORROWERS OR OTHERWISE, INCLUDING
PROCEEDS OF COLLATERAL APPLIED THERETO BY THE ADMINISTRATIVE AGENT OR ISSUING
BANK), OR ANY PAYMENT OF INTEREST ON ACCOUNT THEREOF, THE ISSUING BANK WILL
DISTRIBUTE TO SUCH L/C PARTICIPANT ITS PRO RATA SHARE THEREOF; PROVIDED,
HOWEVER, THAT IN THE EVENT THAT ANY SUCH PAYMENT RECEIVED BY THE ISSUING BANK
SHALL BE REQUIRED TO BE RETURNED BY THE ISSUING BANK, SUCH L/C PARTICIPANT SHALL
RETURN TO THE ISSUING BANK THE PORTION THEREOF PREVIOUSLY DISTRIBUTED BY THE
ADMINISTRATIVE AGENT OR ISSUING BANK TO IT.
GENERAL PROVISIONS APPLICABLE TO LOANS
INTEREST RATES AND PAYMENT DATES.
EACH LIBOR LOAN SHALL BEAR INTEREST FOR EACH DAY AT A RATE PER ANNUM EQUAL TO
THE LIBOR RATE DETERMINED FOR SUCH DAY PLUS THE APPLICABLE MARGIN.
EACH ALTERNATE BASE RATE LOAN SHALL BEAR INTEREST AT A RATE PER ANNUM EQUAL TO
THE BASE RATE PLUS THE APPLICABLE MARGIN.
IF ALL OR A PORTION OF (I) ANY PRINCIPAL OF ANY LOAN, (II) ANY INTEREST PAYABLE
THEREON, (III) ANY COMMITMENT FEE