(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,
5
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 RESTATEMENT 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 EFFECT TO SUCH
ISSUANCE:
(A)
THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF REVOLVING LOANS
WOULD EXCEED THE MAXIMUM REVOLVING LOAN BALANCE OR THE LETTER OF CREDIT
OBLIGATIONS FOR ALL LETTERS OF CREDIT WOULD EXCEED $5,000,000
(THE "L/C
SUBLIMIT");
(B)
THE EXPIRATION DATE OF SUCH LETTER OF CREDIT (1) IS NOT A BUSINESS
DAY, (2) IS MORE THAN ONE YEAR AFTER THE DATE OF ISSUANCE THEREOF OR (3) IS
LATER THAN 7 DAYS PRIOR TO THE DATE SPECIFIED IN CLAUSE (A) OF THE DEFINITION OF
COMMITMENT TERMINATION DATE; PROVIDED, HOWEVER, THAT ANY LETTER OF CREDIT WITH A
TERM NOT EXCEEDING ONE YEAR MAY PROVIDE FOR ITS RENEWAL FOR ADDITIONAL PERIODS
NOT EXCEEDING ONE YEAR AS LONG AS (X) EACH OF BORROWER AND SUCH L/C ISSUER HAVE
THE OPTION TO PREVENT SUCH RENEWAL BEFORE THE EXPIRATION OF SUCH TERM OR ANY
SUCH PERIOD AND (Y) NEITHER SUCH L/C ISSUER NOR BORROWER SHALL PERMIT ANY SUCH
RENEWAL TO EXTEND SUCH EXPIRATION DATE BEYOND THE DATE SET FORTH IN CLAUSE
(3) ABOVE; OR
(C)
(1) ANY FEE DUE IN CONNECTION WITH, AND ON OR PRIOR TO, SUCH
ISSUANCE HAS NOT BEEN