OF THE
PRINCIPAL AMOUNT OF THE SWING LINE LOAN (THE "REFUNDED SWING LINE LOAN")
OUTSTANDING ON THE DATE SUCH NOTICE IS GIVEN.
REGARDLESS OF WHETHER THE
CONDITIONS PRECEDENT SET FORTH IN THIS AGREEMENT TO THE MAKING OF A REVOLVING
CREDIT ADVANCE ARE THEN SATISFIED, EACH REVOLVING LENDER SHALL DISBURSE DIRECTLY
TO AGENT, ITS PRO RATA SHARE OF A REVOLVING CREDIT ADVANCE ON
4
BEHALF OF THE SWING LINE LENDER, PRIOR TO 3:00 P.M. (NEW YORK TIME), IN
IMMEDIATELY AVAILABLE FUNDS ON THE BUSINESS DAY NEXT SUCCEEDING THE DATE THAT
NOTICE IS GIVEN.
THE PROCEEDS OF THOSE REVOLVING CREDIT ADVANCES SHALL BE
IMMEDIATELY PAID TO THE SWING LINE LENDER AND APPLIED TO REPAY THE REFUNDED
SWING LINE LOAN.
(IV)
INTENTIONALLY OMITTED.
(V)
EACH REVOLVING LENDER'S OBLIGATION TO MAKE
REVOLVING CREDIT ADVANCES IN ACCORDANCE WITH SECTION 1.1(B)(III) SHALL BE
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE,
INCLUDING (A) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT 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.(B)(III).
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, ON DEMAND, 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.
(C)
LETTERS OF CREDIT.
THE REVOLVING LOAN
COMMITMENT MAY, IN ADDITION TO ADVANCES UNDER THE REVOLVING LOAN, BE UTILIZED
(SUBJECT TO THE LIMITATIONS IMPOSED BY SECTION 1.1(A)), UPON THE REQUEST OF THE
BORROWER TO AGENT, FOR THE ISSUANCE OF LETTERS OF CREDIT, WHICH SHALL BE ISSUED
IN DOLLARS, ON BEHALF OF BORROWER.
IMMEDIATELY UPON THE ISSUANCE BY AN L/C
ISSUER OF A LETTER OF CREDIT, AND WITHOUT FURTHER ACTION ON THE PART OF AGENT OR
ANY OF THE LENDERS, EACH REVOLVING LENDER SHALL BE DEEMED TO HAVE PURCHASED FROM
SUCH L/C ISSUER A PARTICIPATION IN SUCH LETTER OF CREDIT (OR IN ITS OBLIGATION
UNDER A RISK PARTICIPATION AGREEMENT WITH RESPECT THERETO) EQUAL TO SUCH
REVOLVING LENDER'S PRO RATA SHARE OF THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN
UNDER SUCH LETTER OF CREDIT.
(I)
MAXIMUM AMOUNT.
THE AGGREGATE AMOUNT OF
LETTER OF CREDIT OBLIGATIONS WITH RESPECT TO ALL LETTERS OF CREDIT OUTSTANDING
OR UNREIMBURSED AT ANY TIME SHALL NOT EXCEED $45,000,000 ("L/C SUBLIMIT").
(II)
REIMBURSEMENT.
BORROWER SHALL BE
IRREVOCABLY AND UNCONDITIONALLY OBLIGATED FORTHWITH WITHOUT PRESENTMENT, DEMAND,
PROTEST