LENDER SHALL BE ENTITLED TO RECOVER, ON DEMAND, FROM
EACH REVOLVING LENDER THE AMOUNTS REQUIRED PURSUANT TO
4
SECTIONS 1.1.(B)(III) OR 1.1(B)(IV), AS THE CASE MAY BE.
IF ANY REVOLVING
LENDER DOES NOT MAKE AVAILABLE SUCH AMOUNTS TO AGENT OR THE SWING LINE LENDER,
AS APPLICABLE, THE SWING LINE LENDER SHALL BE ENTITLED TO RECOVER, ON DEMAND,
SUCH AMOUNT ON DEMAND FROM SUCH REVOLVING LENDER, TOGETHER WITH INTEREST THEREON
FOR EACH DAY FROM THE DATE OF NON-PAYMENT UNTIL SUCH AMOUNT IS PAID IN FULL AT
THE FEDERAL FUNDS RATE FOR THE FIRST TWO BUSINESS DAYS AND AT THE INDEX RATE
THEREAFTER.
(C)
LETTERS OF CREDIT.
THE REVOLVING LOAN COMMITMENT MAY, IN ADDITION
TO ADVANCES UNDER THE REVOLVING LOAN AND THE ALTERNATIVE CURRENCY REVOLVING
CREDIT SUBFACILITY, BE UTILIZED (SUBJECT TO THE LIMITATIONS IMPOSED BY SECTION
1.1(A)), UPON THE REQUEST OF BORROWER REPRESENTATIVE ON BEHALF OF THE APPLICABLE
BORROWER TO AGENT, FOR THE ISSUANCE OF LETTERS OF CREDIT, WHICH SHALL BE ISSUED
IN DOLLARS ON BEHALF OF ANY DOMESTIC BORROWER OR, TO THE EXTENT AVAILABLE,
POUNDS STERLING ON BEHALF OF ANY EUROPEAN BORROWER.
IMMEDIATELY UPON THE
ISSUANCE BY AN L/C ISSUER OF A LETTER OF CREDIT, AND WITHOUT FURTHER ACTION ON
THE PART OF AGENT OR ANY OF THE LENDERS, EACH REVOLVING LENDER SHALL BE DEEMED
TO HAVE PURCHASED FROM SUCH L/C ISSUER A PARTICIPATION IN SUCH LETTER OF CREDIT
(OR IN ITS OBLIGATION UNDER A RISK PARTICIPATION AGREEMENT WITH RESPECT THERETO)
EQUAL TO SUCH REVOLVING LENDER'S PRO RATA SHARE OF THE AGGREGATE AMOUNT
AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT.
(I)
MAXIMUM AMOUNT.
THE AGGREGATE AMOUNT OF LETTER OF CREDIT
OBLIGATIONS WITH RESPECT TO ALL LETTERS OF CREDIT OUTSTANDING OR UNREIMBURSED AT
ANY TIME SHALL NOT EXCEED $45,000,000, OR THE DOLLAR EQUIVALENT THEREOF ("L/C
SUBLIMIT").
(II)
REIMBURSEMENT.
BORROWERS SHALL BE IRREVOCABLY AND
UNCONDITIONALLY OBLIGATED FORTHWITH WITHOUT PRESENTMENT, DEMAND, PROTEST OR
OTHER FORMALITIES OF ANY KIND (INCLUDING FOR PURPOSES OF SECTION 10), TO
REIMBURSE ANY L/C ISSUER ON DEMAND IN IMMEDIATELY AVAILABLE FUNDS FOR ANY
AMOUNTS PAID BY SUCH L/C ISSUER WITH RESPECT TO A LETTER OF CREDIT, INCLUDING
ALL REIMBURSEMENT PAYMENTS, FEES, CHARGES, COSTS AND EXPENSES PAID BY SUCH L/C
ISSUER.
BORROWERS HEREBY AUTHORIZE AND DIRECT AGENT, AT AGENT'S OPTION, TO
DEBIT BORROWERS' ACCOUNTS (BY INCREASING THE OUTSTANDING PRINCIPAL BALANCE OF
THE REVOLVING CREDIT ADVANCES, ALTERNATIVE CURRENCY REVOLVING CREDIT ADVANCES,
SWING LINE ADVANCES OR ALTERNATIVE CURRENCY SWING LINE ADVANCES MADE TO SUCH
BORROWER, AS APPLICABLE) IN THE AMOUNT OF ANY PAYMENT MADE BY AN L/C ISSUER WITH
RESPECT TO ANY LETTER OF CREDIT.
ALL AMOUNTS PAID BY AN L/C ISSUER WITH RESPECT
TO ANY LETTER OF CREDIT THAT ARE NOT IMMEDIATELY REPAID BY BORROWERS WITH THE
PROCEEDS OF A REVOLVING CREDIT ADVANCE, SWING LINE ADVANCE, ALTERNATIVE CURRENCY
REVOLVING CREDIT ADVANCE, ALTERNATIVE CURRENCY SWING LINE ADVANCES OR OTHERWISE
SHALL BEAR INTEREST PAYABLE ON DEMAND AT THE INTEREST RATE APPLICABLE TO
REVOLVING CREDIT ADVANCES THAT ARE INDEX RATE LOANS PLUS, AT THE ELECTION OF
AGENT OR REQUISITE LENDERS, AN ADDITIONAL