ALL THE TERMS AND CONDITIONS
APPLICABLE TO OTHER REVOLVING LOANS EXCEPT THAT ALL PAYMENTS THEREON SHALL BE
PAYABLE TO THE BANK SOLELY FOR ITS OWN ACCOUNT.
THE AGGREGATE AMOUNT OF
NON-RATABLE LOANS OUTSTANDING AT ANY TIME SHALL NOT EXCEED TWO MILLION DOLLARS
($2,000,000).
THE AGENT SHALL NOT REQUEST THE BANK TO MAKE ANY NON-RATABLE LOAN
IF (1) THE AGENT HAS RECEIVED WRITTEN NOTICE FROM ANY REVOLVING CREDIT LENDER
THAT ONE OR MORE OF THE APPLICABLE CONDITIONS PRECEDENT SET FORTH IN ARTICLE 8
WILL NOT BE SATISFIED ON THE REQUESTED FUNDING DATE FOR THE APPLICABLE
BORROWING, AND SUCH CONDITIONS HAVE NOT BEEN WAIVED IN ACCORDANCE WITH THIS
AGREEMENT OR (2) THE REQUESTED BORROWING WOULD EXCEED AVAILABILITY ON THAT
FUNDING DATE.
6
(II)
THE NON-RATABLE LOANS SHALL BE SECURED BY THE AGENT'S LIENS IN
AND TO THE COLLATERAL AND SHALL CONSTITUTE REVOLVING LOANS AND OBLIGATIONS
HEREUNDER.
(I)
THE AGENT ADVANCES.
(I)
SUBJECT TO THE LIMITATIONS SET FORTH BELOW AND WITH THE CONSENT
OF THE REQUIRED LENDERS, THE AGENT IS AUTHORIZED BY THE BORROWERS AND THE
REVOLVING CREDIT LENDERS, FROM TIME TO TIME IN THE AGENT'S SOLE DISCRETION,
(A) AFTER THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT, OR (B) AT ANY TIME
THAT ANY OF THE OTHER CONDITIONS PRECEDENT SET FORTH IN ARTICLE 8 HAVE NOT BEEN
SATISFIED, TO MAKE REVOLVING LOANS TO THE BORROWERS ON BEHALF OF THE REVOLVING
CREDIT LENDERS IN AN AGGREGATE AMOUNT OUTSTANDING AT ANY TIME NOT TO EXCEED FIVE
MILLION DOLLARS ($5,000,000) WHICH THE AGENT, IN ITS REASONABLE BUSINESS
JUDGMENT, DEEMS NECESSARY OR DESIRABLE (1) TO PRESERVE OR PROTECT THE
COLLATERAL, OR ANY PORTION THEREOF, (2) TO ENHANCE THE LIKELIHOOD OF, OR
MAXIMIZE THE AMOUNT OF, REPAYMENT OF THE LOANS AND OTHER OBLIGATIONS, OR (3) TO
PAY ANY OTHER AMOUNT CHARGEABLE TO THE BORROWERS PURSUANT TO THE TERMS OF THIS
AGREEMENT, INCLUDING COSTS, FEES AND EXPENSES AS DESCRIBED IN SECTION 13.7 (ANY
OF SUCH ADVANCES ARE HEREIN REFERRED TO AS "AGENT ADVANCES"); PROVIDED, THAT
(X) IN NO EVENT SHALL THE AGGREGATE REVOLVER OUTSTANDINGS (WHICH SHALL INCLUDE,
FOR THE AVOIDANCE OF DOUBT, THE AGENT ADVANCES) AT ANY TIME EXCEED THE MAXIMUM
AMOUNT AND (Y) THE REQUIRED LENDERS MAY AT ANY TIME REVOKE THE AGENT'S
AUTHORIZATION TO MAKE AGENT ADVANCES.
ANY SUCH REVOCATION MUST BE IN WRITING
AND SHALL BECOME EFFECTIVE PROSPECTIVELY UPON THE AGENT'S RECEIPT THEREOF.
(II)
AGENT ADVANCES SHALL BE SECURED BY THE AGENT'S LIENS IN AND TO
THE COLLATERAL AND SHALL CONSTITUTE REVOLVING LOANS AND OBLIGATIONS HEREUNDER.
1.3
[RESERVED].
1.4
Letters of Credit.
(A)
AGREEMENT TO ISSUE OR CAUSE TO ISSUE.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND, IN ANY EVENT, SUBJECT TO
SECTION 1.4(B) (INCLUDING, WITHOUT LIMITATION, THE REQUIREMENT THAT THE MAXIMUM
FACE AMOUNT OF THE REQUESTED LETTER OF CREDIT IS NOT GREATER THAN THE UNUSED
LETTER OF CREDIT SUBFACILITY AT SUCH TIME), THE AGENT AGREES (I) TO CAUSE THE
LETTER OF CREDIT ISSUER TO CONTINUE TO HONOR ITS OBLIGATIONS UNDER THE EXISTING
LETTERS OF CREDIT AND TO ISSUE