TO ISSUE OR INCREASE THE AMOUNT OF, OR EXTEND
THE EXPIRY DATE OF, ONE OR MORE LETTERS OF CREDIT AND (II) A LENDER, IDENTIFIED
BY ADMINISTRATIVE AGENT, AS AN LC ISSUER, OF ONE OR MORE LENDER LETTERS OF
CREDIT, SO LONG AS, IN EACH CASE:
(I)
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A NOTICE OF LC CREDIT EVENT AT LEAST TWO (2) BUSINESS DAYS BEFORE THE RELEVANT
DATE OF ISSUANCE, INCREASE OR EXTENSION; AND
(II)
AFTER GIVING EFFECT TO SUCH ISSUANCE,
INCREASE OR EXTENSION, (X) THE AGGREGATE LETTER OF CREDIT LIABILITIES UNDER ALL
LETTERS OF CREDIT DO NOT EXCEED $10,000,000 AND (Y) THE REVOLVING LOAN
OUTSTANDINGS DO NOT EXCEED THE REVOLVING LOAN LIMIT.
Nothing in this Agreement shall be construed to obligate any Lender to issue,
increase the amount of or extend the expiry date of any letter of credit, which
act or acts, if any, shall be subject to agreements to be entered into from time
to time between the applicable Borrower and such Lender.
Notwithstanding the
foregoing, Administrative Agent shall use its reasonable best efforts to cause
the issuance of the SLM Letter of Credit.
Each Lender that is an LC Issuer
hereby agrees to give Administrative Agent prompt written notice of each
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issuance of a Lender Letter of Credit by such Lender and each payment made by
such Lender in respect of Lender Letters of Credit issued by such Lender.
(B)
LETTER OF CREDIT FEE.
BORROWERS SHALL PAY
TO ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE REVOLVING LENDERS, A LETTER OF
CREDIT FEE WITH RESPECT TO THE LETTER OF CREDIT LIABILITIES FOR EACH LETTER OF
CREDIT, COMPUTED FOR EACH DAY FROM THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT
TO THE DATE THAT IS THE LAST DAY A DRAWING IS AVAILABLE UNDER SUCH LETTER OF
CREDIT, AT A RATE PER ANNUM EQUAL TO THE LIBOR MARGIN THEN APPLICABLE TO
REVOLVING LOANS.
SUCH FEE SHALL BE PAYABLE IN ARREARS ON THE LAST DAY OF EACH
CALENDAR MONTH PRIOR TO THE TERMINATION DATE AND ON SUCH DATE.
IN ADDITION,
BORROWERS AGREE TO PAY PROMPTLY TO THE LC ISSUER SUCH FRONTING OR OTHER FEES
THAT IT MAY CHARGE IN CONNECTION WITH ANY LETTER OF CREDIT.
(C)
REIMBURSEMENT OBLIGATIONS OF BORROWERS.
IF
EITHER (X) ADMINISTRATIVE AGENT SHALL MAKE A PAYMENT TO AN LC ISSUER PURSUANT TO
A SUPPORT AGREEMENT, OR (Y) ANY LENDER SHALL HONOR ANY DRAW REQUEST UNDER, AND
MAKE PAYMENT IN RESPECT OF, A LENDER LETTER OF CREDIT, (I) THE APPLICABLE
BORROWER SHALL PROMPTLY REIMBURSE ADMINISTRATIVE AGENT OR SUCH LENDER, AS
APPLICABLE, FOR THE AMOUNT OF SUCH PAYMENT AND (II) BORROWER REPRESENTATIVE
SHALL BE DEEMED TO HAVE IMMEDIATELY REQUESTED THAT REVOLVING LENDERS MAKE A
REVOLVING LOAN, WHICH SHALL BE A BASE RATE LOAN, IN A PRINCIPAL AMOUNT EQUAL TO
THE AMOUNT OF SUCH PAYMENT (BUT SOLELY TO THE EXTENT SUCH BORROWER SHALL HAVE
FAILED TO DIRECTLY REIMBURSE ADMINISTRATIVE AGENT OR, WITH RESPECT TO LENDER
LETTERS OF CREDIT, THE APPLICABLE LC ISSUER, FOR THE AMOUNT OF SUCH PAYMENT).