TREATED AS THE PURCHASE BY SUCH REVOLVING
CREDIT LENDER OF A PARTICIPATING INTEREST IN THE BORROWERS' REIMBURSEMENT
OBLIGATION UNDER SECTION 5.2 IN AN AMOUNT EQUAL TO SUCH PAYMENT. TO THAT EXTENT,
EACH REVOLVING CREDIT LENDER SHALL SHARE IN ACCORDANCE WITH ITS RESPECTIVE
REVOLVING LOAN COMMITMENT PERCENTAGE, IN ANY INTEREST WHICH ACCRUES PURSUANT TO
SECTION 5.2.
5.2
REIMBURSEMENT OBLIGATION OF THE BORROWERS.
IN ORDER TO INDUCE THE
ADMINISTRATIVE AGENT TO CAUSE THE ISSUING BANK TO ISSUE, EXTEND AND RENEW EACH
LETTER OF CREDIT FOR THE ACCOUNT OF THE BORROWERS, THE BORROWERS AGREE TO
REIMBURSE OR PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE
ADMINISTRATIVE AGENT AND/OR THE ISSUING BANK OR (AS THE CASE MAY BE) THE
LENDERS, WITH RESPECT TO EACH LETTER OF CREDIT ISSUED, EXTENDED OR RENEWED FOR
EITHER OF THE BORROWERS' ACCOUNT, ON EACH DATE THAT ANY DRAFT PRESENTED UNDER
SUCH LETTER OF CREDIT IS HONORED BY THE ISSUING BANK, OR THE ISSUING BANK OR THE
ADMINISTRATIVE AGENT OTHERWISE MAKES A PAYMENT WITH RESPECT THERETO OR THE
ADMINISTRATIVE AGENT MAKES ANY PAYMENT UNDER ANY LC GUARANTY, (A) THE AMOUNT
PAID BY THE ISSUING BANK OR THE ADMINISTRATIVE AGENT UNDER OR WITH RESPECT TO
SUCH LETTER OF CREDIT, AND (B) THE AMOUNT OF ANY TAXES, FEES, CHARGES OR OTHER
COSTS AND EXPENSES WHATSOEVER
40
REASONABLY
INCURRED BY THE ISSUING BANK OR ADMINISTRATIVE AGENT OR ANY LENDER
(WITHOUT DUPLICATION OF ANY AMOUNTS PAID BY THE BORROWERS PURSUANT TO
SECTION 6.3, AND OTHER THAN EXCLUDED TAXES) IN CONNECTION WITH ANY PAYMENT MADE
BY THE ISSUING BANK, ADMINISTRATIVE AGENT OR ANY LENDER UNDER, OR WITH RESPECT
TO, SUCH LETTER OF CREDIT (COLLECTIVELY, THE "REIMBURSEMENT OBLIGATIONS");
PROVIDED THAT, SUBJECT TO THE CONDITIONS TO BORROWING SET FORTH HEREIN, PAYMENT
OF EACH REIMBURSEMENT OBLIGATION BY THE BORROWERS UNDER THIS SECTION SHALL BE
MADE THROUGH THE AUTOMATIC FUNDING OF A REVOLVING LOAN BEARING INTEREST AT THE
BASE RATE APPLICABLE TO REVOLVING LOANS IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
REIMBURSEMENT OBLIGATION, AND THE BORROWERS HEREBY IRREVOCABLY AUTHORIZE AND
DIRECT THE ADMINISTRATIVE AGENT AND ISSUING BANK TO TAKE SUCH ACTIONS AS MAY BE
NECESSARY TO EFFECTUATE SUCH AUTOMATIC FUNDING OF ANY SUCH BASE RATE LOANS.
NOTWITHSTANDING THE FOREGOING, UPON THE REDUCTION (BUT NOT TERMINATION) OF THE
REVOLVING CREDIT LIMIT TO AN AMOUNT LESS THAN THE THEN OUTSTANDING REVOLVING
EXPOSURE AT SUCH TIME AS THE THEN APPLICABLE MAXIMUM DRAWING AMOUNT IS GREATER
THAN ZERO, THE BORROWERS SHALL WITHIN ONE (1) BUSINESS DAY PROVIDE CASH OR CASH
EQUIVALENTS TO THE ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE LESSER OF
(I) THE EXCESS OF THE REVOLVING EXPOSURE OVER THE REVOLVING CREDIT LIMIT, AND
(II) SUCH MAXIMUM DRAWING AMOUNT, WHICH AMOUNT SHALL BE HELD BY THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS AND THE ADMINISTRATIVE AGENT
AS CASH COLLATERAL FOR ALL REIMBURSEMENT OBLIGATIONS, AND UPON THE REDUCTION OF
THE REVOLVING CREDIT LIMIT TO ZERO, OR THE ACCELERATION OF THE REIMBURSEMENT
OBLIGATIONS WITH RESPECT TO ALL LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF THE