IF THE AMOUNT OF THE SPECIFIED CURRENCY SO PURCHASED EXCEEDS THE
SUM ORIGINALLY DUE TO LENDER IN THE SPECIFIED CURRENCY, LENDER AGREES TO REMIT
SUCH EXCESS TO THE BORROWER.
2.17
SECURITY OF OBLIGATIONS.
AS SECURITY FOR THE
PAYMENT OF THE OBLIGATIONS, AND EACH GUARANTOR'S OBLIGATION UNDER ITS SUBSIDIARY
GUARANTY, THE BORROWER AND EACH GUARANTOR, PURSUANT TO THE TERMS OF THE SECURITY
AGREEMENT, COLLATERAL ASSIGNMENT, ALABAMA LEASEHOLD MORTGAGE, THE SUBSIDIARY
STOCK PLEDGE AGREEMENTS, TRADEMARK SECURITY AGREEMENT, PATENT SECURITY
AGREEMENT, INDIANA MORTGAGE, PENNSYLVANIA MORTGAGE AND CALIFORNIA DEED OF TRUST,
AS APPLICABLE, DO HEREBY REAFFIRM ITS PLEDGE, ASSIGNMENT, TRANSFER AND DELIVERY
TO THE LENDER AND GRANT TO THE LENDER A CONTINUING AND UNCONDITIONAL SECURITY
INTEREST IN AND TO THE COLLATERAL AS DEFINED HEREIN.
THE LENDER AND THE
BORROWER AGREE THAT THE LENDER SHALL RELEASE ITS SECURITY INTEREST AND LIENS IN
THE COLLATERAL UPON BORROWER'S DELIVERY AND LENDER'S
36
ACCEPTANCE, OF BORROWER'S NOTICE OF ITS SATISFACTION OF AND COMPLIANCE WITH THE
RELEASE COVENANTS, IN THE FORM REQUIRED BY
SECTION 7.1(J).
ARTICLE III:
THE LETTER OF CREDIT FACILITY
3.1
OBLIGATION TO ISSUE LETTERS OF CREDIT.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN RELIANCE UPON THE
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER HEREIN SET FORTH,
LENDER HEREBY AGREES TO ISSUE FOR THE ACCOUNT OF THE BORROWER THROUGH SUCH
LENDER'S BRANCHES AS IT AND THE BORROWER MAY JOINTLY AGREE, ONE OR MORE LETTERS
OF CREDIT DENOMINATED IN DOLLARS IN ACCORDANCE WITH THIS ARTICLE III, FROM TIME
TO TIME DURING THE PERIOD, COMMENCING ON THE CLOSING DATE AND ENDING ON THE
BUSINESS DAY PRIOR TO THE TERMINATION DATE.
3.2
TRANSITIONAL LETTERS OF CREDIT.
SCHEDULE 3.2 CONTAINS A SCHEDULE OF CERTAIN LETTERS OF CREDIT ISSUED FOR THE
ACCOUNT OF THE BORROWER PRIOR TO THE CLOSING DATE.
SUBJECT TO THE SATISFACTION
OF THE CONDITIONS CONTAINED IN SECTIONS 5.1 AND 5.2, FROM AND AFTER THE CLOSING
DATE SUCH LETTERS OF CREDIT SHALL BE DEEMED TO BE LETTERS OF CREDIT ISSUED
PURSUANT TO THIS ARTICLE III.
3.3
TYPES AND AMOUNTS.
LENDER SHALL HAVE NO
OBLIGATION TO AND SHALL NOT:
(A)
ISSUE (OR AMEND) ANY LETTER OF CREDIT IF ON THE
DATE OF ISSUANCE (OR AMENDMENT), BEFORE OR AFTER GIVING EFFECT TO THE LETTER OF
CREDIT REQUESTED HEREUNDER, (I) THE DOLLAR AMOUNT OF THE REVOLVING CREDIT
OBLIGATIONS AT SUCH TIME WOULD EXCEED THE REVOLVING LOAN COMMITMENT AT SUCH
TIME, OR (II) THE AGGREGATE OUTSTANDING DOLLAR AMOUNT OF THE L/C OBLIGATIONS
WOULD EXCEED THE MAXIMUM LETTER OF CREDIT OBLIGATION; OR
(B)
ISSUE (OR AMEND) ANY LETTER OF CREDIT WHICH
HAS AN EXPIRATION DATE LATER THAN THE DATE WHICH IS THE EARLIER OF
(X) ONE (1) YEAR AFTER THE DATE OF ISSUANCE THEREOF OR (Y) FIVE (5) BUSINESS
DAYS IMMEDIATELY PRECEDING THE REVOLVING CREDIT TERMINATION DATE; PROVIDED, THAT
ANY LETTER OF CREDIT WITH A ONE-YEAR TERM MAY PROVIDE FOR THE RENEWAL THEREOF
FOR ADDITIONAL ONE-YEAR PERIODS (WHICH IN NO EVENT SHALL EXTEND BEYOND THE DATE
REFERRED TO IN CLAUSE (Y) ABOVE.
3.4
CONDITIONS.
IN ADDITION TO BEING SUBJECT TO