(IV)
IF, PRIOR TO REFUNDING A SWING LINE LOAN WITH A REVOLVING
CREDIT ADVANCE PURSUANT TO SECTION 1.1(C)(III), ONE OF THE EVENTS DESCRIBED IN
SECTIONS 6.1(F) OR 6.1(G) HAS OCCURRED, THEN, SUBJECT TO THE PROVISIONS OF
SECTION 1.1(C)(V) BELOW, EACH REVOLVING LENDER SHALL, ON THE DATE SUCH REVOLVING
CREDIT ADVANCE WAS TO HAVE BEEN MADE FOR THE BENEFIT OF BORROWER, PURCHASE FROM
THE SWING LINE LENDER AN UNDIVIDED PARTICIPATION INTEREST IN THE SWING LINE LOAN
IN AN AMOUNT EQUAL TO ITS PRO RATA SHARE (DETERMINED WITH RESPECT TO REVOLVING
LOANS) OF SUCH SWING LINE LOAN.
UPON REQUEST, EACH REVOLVING LENDER SHALL
PROMPTLY TRANSFER TO THE SWING LINE LENDER, IN IMMEDIATELY AVAILABLE FUNDS, THE
AMOUNT OF ITS PARTICIPATION INTEREST.
(V)
EACH REVOLVING LENDER'S OBLIGATION TO MAKE REVOLVING CREDIT
ADVANCES IN ACCORDANCE WITH SECTION 1.1(C)(III) AND TO PURCHASE PARTICIPATION
INTERESTS IN ACCORDANCE WITH SECTION 1.1(C)(IV) SHALL BE ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING (A) ANY
SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT
4
THAT SUCH REVOLVING LENDER MAY HAVE AGAINST THE SWING LINE LENDER, BORROWER OR
ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (B) THE OCCURRENCE OR CONTINUANCE OF
ANY DEFAULT OR EVENT OF DEFAULT; (C) ANY INABILITY OF BORROWER TO SATISFY THE
CONDITIONS PRECEDENT TO BORROWING SET FORTH IN THIS AGREEMENT AT ANY TIME OR
(D) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT
SIMILAR TO ANY OF THE FOREGOING.
SWING LINE LENDER SHALL BE ENTITLED TO
RECOVER, ON DEMAND, FROM EACH REVOLVING LENDER THE AMOUNTS REQUIRED PURSUANT TO
SECTIONS 1.1(C)(III) OR 1.1(C)(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 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.
(D)
LETTERS OF CREDIT.
(I) SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES OF HOLDINGS
AND BORROWER CONTAINED HEREIN, THE REVOLVING LOAN COMMITMENT MAY, IN ADDITION TO
ADVANCES UNDER THE REVOLVING LOAN, BE UTILIZED, UPON THE REQUEST OF BORROWER,
FOR THE ISSUANCE OF LETTERS OF CREDIT.
ON THE TERMS AND SUBJECT TO THE
CONDITIONS CONTAINED HEREIN, EACH L/C ISSUER AGREES TO ISSUE, AT THE REQUEST OF
BORROWER, IN ACCORDANCE WITH SUCH L/C ISSUER'S USUAL AND CUSTOMARY BUSINESS
PRACTICES, LETTERS OF CREDIT (DENOMINATED IN DOLLARS) FROM TIME TO TIME ON ANY
BUSINESS DAY DURING THE PERIOD FROM THE CLOSING DATE THROUGH THE EARLIER OF THE
COMMITMENT TERMINATION DATE AND 7 DAYS PRIOR TO THE DATE SPECIFIED IN CLAUSE
(A) OF THE DEFINITION OF COMMITMENT TERMINATION DATE; PROVIDED, HOWEVER, THAT
SUCH L/C ISSUER SHALL NOT BE UNDER ANY OBLIGATION TO ISSUE ANY LETTER OF CREDIT
UPON THE OCCURRENCE OF ANY OF THE FOLLOWING, AFTER GIVING