LETTER OF CREDIT.
(VIII)
THE ISSUING BANK SHALL ACT ON BEHALF OF THE
LENDERS WITH RESPECT TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS
ASSOCIATED THEREWITH, AND THE ISSUING
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BANK SHALL HAVE ALL OF THE BENEFITS AND IMMUNITIES (A) PROVIDED TO THE
ADMINISTRATIVE AGENT IN SECTION 9 WITH RESPECT TO ANY ACTS TAKEN OR OMISSIONS
SUFFERED BY THE ISSUING BANK IN CONNECTION WITH LETTERS OF CREDIT ISSUED BY IT
OR PROPOSED TO BE ISSUED BY IT AND L/C RELATED DOCUMENTS PERTAINING TO SUCH
LETTERS OF CREDIT AS FULLY AS IF THE TERM "ADMINISTRATIVE AGENT" AS USED IN
SECTION 9 INCLUDED THE ISSUING BANK WITH RESPECT TO SUCH ACTS OR OMISSIONS, AND
(B) AS ADDITIONALLY PROVIDED HEREIN WITH RESPECT TO THE ISSUING BANK.
(C)
REVOLVING CREDIT BORROWING MECHANICS.
(I)
EACH REVOLVING CREDIT BORROWING SHALL BE
MADE ON NOTICE, GIVEN NOT LATER THAN (X) 11:00 A.M. (NEW YORK CITY TIME) ON THE
SAME BUSINESS DAY AS THE DATE OF A PROPOSED REVOLVING CREDIT BORROWING COMPRISED
OF BASE RATE LOANS, OR (Y) 1:00 P.M. (NEW YORK CITY TIME) ON THE THIRD BUSINESS
DAY PRIOR TO THE DATE OF A PROPOSED REVOLVING CREDIT BORROWING COMPRISED OF
EUROCURRENCY RATE LOANS, BY COMPANY TO ADMINISTRATIVE AGENT WHICH SHALL GIVE TO
EACH LENDER PROMPT NOTICE THEREOF BY TELECOPIER.
EACH SUCH NOTICE OF A
REVOLVING CREDIT BORROWING (A "FUNDING NOTICE") SHALL BE BY TELECOPIER, OR BY
TELEPHONE, CONFIRMED IMMEDIATELY BY TELECOPIER, IN SUBSTANTIALLY THE FORM OF
EXHIBIT A-1 HERETO, SPECIFYING THEREIN THE REQUESTED (I) DATE OF SUCH REVOLVING
CREDIT BORROWING (WHICH SHALL BE A BUSINESS DAY), (II) TYPE OF LOANS COMPRISING
SUCH REVOLVING CREDIT BORROWING, (III) AGGREGATE AMOUNT OF SUCH REVOLVING CREDIT
BORROWING, AND (IV) IN THE CASE OF A REVOLVING CREDIT BORROWING COMPRISED OF
EUROCURRENCY RATE LOANS, INITIAL INTEREST PERIOD AND CURRENCY FOR EACH SUCH
LOAN.
EACH LENDER SHALL, BEFORE (A) 1:00 P.M. (NEW YORK CITY TIME) ON THE DATE
OF SUCH REVOLVING CREDIT BORROWING, MAKE AVAILABLE FOR THE ACCOUNT OF ITS
PRINCIPAL OFFICE TO ADMINISTRATIVE AGENT AT ADMINISTRATIVE AGENT'S ACCOUNT, IN
SAME DAY FUNDS, SUCH LENDER'S RATABLE PORTION OF SUCH REVOLVING CREDIT
BORROWING.
AFTER ADMINISTRATIVE AGENT'S RECEIPT OF SUCH FUNDS AND UPON
FULFILLMENT OF THE APPLICABLE CONDITIONS SET FORTH IN SECTION 3.2,
ADMINISTRATIVE AGENT WILL MAKE SUCH FUNDS AVAILABLE TO COMPANY AT THE OFFICE
WHERE ADMINISTRATIVE AGENT'S ACCOUNT IS MAINTAINED.
(II)
ANYTHING IN SUBSECTION (A) ABOVE TO THE
CONTRARY NOTWITHSTANDING, COMPANY MAY NOT SELECT EUROCURRENCY RATE LOANS FOR ANY
REVOLVING CREDIT BORROWING IF THE AGGREGATE AMOUNT OF SUCH REVOLVING CREDIT
BORROWING IS LESS THAN $5.0 MILLION OR IF THE OBLIGATION OF THE LENDERS TO MAKE
EUROCURRENCY RATE LOANS SHALL BE SUSPENDED AT SUCH TIME PURSUANT TO
SECTION 2.14.
(III)
EACH FUNDING NOTICE SHALL BE IRREVOCABLE AND
BINDING ON COMPANY.
IN THE CASE OF ANY REVOLVING CREDIT BORROWING WHICH THE
RELATED FUNDING NOTICE SPECIFIES AS TO BE COMPRISED OF EUROCURRENCY RATE LOANS,
COMPANY SHALL INDEMNIFY EACH LENDER AGAINST ANY LOSS, COST OR EXPENSE INCURRED
BY SUCH LENDER AS A RESULT OF ANY