STANDBY LETTER OF CREDIT (A "SUPPORTING LETTER OF CREDIT") IN
FORM AND SUBSTANCE SATISFACTORY TO THE AGENT, ISSUED BY AN ISSUER SATISFACTORY
TO THE AGENT, IN EACH CASE IN AN AMOUNT EQUAL TO THE GREATEST AMOUNT FOR WHICH
SUCH LETTER OF CREDIT OR SUCH CREDIT SUPPORT MAY BE DRAWN PLUS ANY FEES AND
EXPENSES ASSOCIATED WITH SUCH LETTER OF CREDIT OR SUCH CREDIT SUPPORT, UNDER
WHICH SUPPORTING LETTER OF CREDIT THE AGENT IS ENTITLED TO DRAW AMOUNTS
NECESSARY TO REIMBURSE THE AGENT AND THE REVOLVING CREDIT LENDERS FOR PAYMENTS
TO BE MADE BY THE AGENT AND THE REVOLVING CREDIT LENDERS UNDER SUCH LETTER OF
CREDIT OR CREDIT SUPPORT AND ANY FEES AND EXPENSES ASSOCIATED WITH SUCH LETTER
OF CREDIT OR CREDIT SUPPORT.
SUCH SUPPORTING LETTER OF CREDIT AND/OR CASH
COLLATERAL SHALL BE HELD BY THE AGENT, FOR THE RATABLE BENEFIT OF THE AGENT AND
THE REVOLVING CREDIT LENDERS, AS SECURITY FOR, AND TO PROVIDE FOR THE PAYMENT
OF, THE AGGREGATE UNDRAWN AMOUNT OF SUCH LETTERS OF CREDIT OR SUCH CREDIT
SUPPORT REMAINING OUTSTANDING.
1.5
Bank Products.
A Borrower may request and the Agent may, in its
sole and absolute discretion, arrange for a Borrower to obtain from the Bank or
the Bank's Affiliates Bank Products although no Borrower is required to do so.
If Bank Products so requested by a Borrower are provided by an Affiliate of the
Bank, each Borrower agrees to indemnify and hold the Agent, the Bank and the
Lenders harmless from any and all costs and obligations now or hereafter
incurred by the Agent, the Bank or any of the Lenders which arise from any
indemnity given by the Agent to its Affiliates related to such Bank Products;
provided, however, nothing contained herein is intended to limit the Borrower's
rights, with respect to the Bank or its Affiliates, if any, which arise as a
result of the execution of documents by and between such Borrower and the Bank
which relate to Bank Products.
The agreement contained in this Section shall
survive termination of this Agreement.
Each Borrower acknowledges and agrees
that the obtaining of Bank Products from the Bank or the Bank's Affiliates (a)
is in the sole and absolute discretion of the Bank or the Bank's Affiliates, and
(b) is subject to all rules and regulations of the Bank or the Bank's
Affiliates.
1.6
Joint and Several Obligations; Contribution Rights.
(A)
ALL OBLIGATIONS OF FMC SHALL BE THE JOINT AND SEVERAL OBLIGATIONS
OF THE FMC BORROWERS AND ALL OBLIGATIONS OF FRC SHALL BE THE JOINT AND SEVERAL
10
OBLIGATIONS OF THE FRC BORROWERS, REGARDLESS OF WHICH BORROWER ACTUALLY RECEIVES
ANY LOANS OR OTHER EXTENSIONS OF CREDIT UNDER THE LOAN DOCUMENTS, THE AMOUNT
RECEIVED BY ANY BORROWER OR THE MANNER IN WHICH ANY BORROWER, THE AGENT OR ANY
LENDER ACCOUNTS FOR SUCH LOANS AND OTHER EXTENSIONS OF CREDIT.
(B)
TO THE EXTENT THAT ANY BORROWER IS A GUARANTOR OR A SURETY AS A
RESULT OF THE JOINT AND SEVERAL OBLIGATIONS HEREUNDER, SUCH OBLIGATIONS AND THE