BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE
AGENT, IN TURN, SHALL WIRE TRANSFER ANY SUCH FUNDS RECEIVED TO THE SELLING
LENDERS, IN SAME DAY FUNDS, FOR THE SOLE ACCOUNT OF THE SELLING LENDERS.
EACH
SELLING LENDER HEREBY REPRESENTS AND WARRANTS TO EACH BUYING LENDER THAT SUCH
SELLING LENDER OWNS THE LOANS BEING SOLD AND ASSIGNED HEREBY FOR ITS OWN ACCOUNT
AND HAS NOT SOLD,
TRANSFERRED OR ENCUMBERED ANY OR ALL OF ITS INTEREST IN SUCH
LOANS, EXCEPT FOR PARTICIPATIONS WHICH WILL BE EXTINGUISHED UPON PAYMENT TO
SELLING LENDER OF AN AMOUNT EQUAL TO THE PORTION OF THE OUTSTANDING LOANS BEING
SOLD BY SUCH SELLING LENDER.
EACH BUYING LENDER HEREBY ACKNOWLEDGES AND AGREES
THAT, EXCEPT FOR EACH SELLING LENDER'S REPRESENTATIONS AND WARRANTIES CONTAINED
IN THE FOREGOING SENTENCE, EACH SUCH BUYING LENDER HAS ENTERED INTO ITS
COMMITMENT AND ACCEPTANCE WITH RESPECT TO SUCH INCREASE ON THE BASIS OF ITS OWN
INDEPENDENT INVESTIGATION AND HAS NOT RELIED UPON, AND WILL NOT RELY UPON, ANY
EXPLICIT OR IMPLICIT WRITTEN OR ORAL REPRESENTATION, WARRANTY OR OTHER STATEMENT
OF THE LENDERS OR THE ADMINISTRATIVE AGENT CONCERNING THE AUTHORIZATION,
EXECUTION, LEGALITY, VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR
SUFFICIENCY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
THE BORROWER HEREBY
AGREES TO COMPENSATE EACH SELLING LENDER FOR ALL LOSSES, EXPENSES AND
LIABILITIES INCURRED BY EACH LENDER IN CONNECTION WITH THE SALE AND ASSIGNMENT
OF ANY EURODOLLAR RATE LOAN HEREUNDER ON THE TERMS AND IN THE MANNER AS SET
FORTH IN ARTICLE IV.
ARTICLE III:
THE LETTER OF CREDIT FACILITY
3.1
OBLIGATION TO ISSUE LETTERS OF CREDIT.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN RELIANCE UPON THE
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER HEREIN SET FORTH, EACH
ISSUING BANK HEREBY AGREES TO ISSUE FOR THE ACCOUNT OF THE BORROWER THROUGH SUCH
ISSUING BANK'S BRANCHES AS IT AND THE BORROWER MAY JOINTLY AGREE, ONE OR MORE
LETTERS OF CREDIT DENOMINATED IN DOLLARS IN ACCORDANCE WITH THIS ARTICLE III,
FROM TIME TO TIME DURING THE PERIOD, COMMENCING ON THE CLOSING DATE AND ENDING
ON THE BUSINESS DAY PRIOR TO THE TERMINATION DATE.
3.2
TRANSITIONAL LETTERS OF CREDIT.
SCHEDULE 3.2 CONTAINS A SCHEDULE OF CERTAIN LETTERS OF CREDIT ISSUED FOR THE
ACCOUNT OF THE BORROWER PRIOR TO THE CLOSING DATE.
SUBJECT TO THE SATISFACTION
OF THE CONDITIONS CONTAINED IN SECTIONS 5.1 AND 5.2, FROM AND AFTER THE CLOSING
DATE SUCH LETTERS OF CREDIT SHALL BE DEEMED TO BE LETTERS OF CREDIT ISSUED
PURSUANT TO THIS ARTICLE III.
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3.3
TYPES AND AMOUNTS.
NO ISSUING BANK SHALL
HAVE ANY OBLIGATION TO AND NO ISSUING BANK SHALL:
(A)
ISSUE (OR AMEND) ANY LETTER OF CREDIT IF ON THE
DATE OF ISSUANCE (OR AMENDMENT), BEFORE OR AFTER GIVING EFFECT TO THE LETTER OF
CREDIT REQUESTED HEREUNDER, (I) THE DOLLAR AMOUNT OF THE REVOLVING CREDIT
OBLIGATIONS AT SUCH TIME WOULD EXCEED THE AGGREGATE REVOLVING LOAN COMMITMENT AT
SUCH TIME, OR (II) THE AGGREGATE OUTSTANDING DOLLAR AMOUNT OF THE L/C
OBLIGATIONS WOULD EXCEED $10,000,000; OR
(B)