ADVANCES.
(A)
AVAILABILITY.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND TO DEDUCTION OF RESERVES, BANK SHALL MAKE
ADVANCES TO BORROWER UP TO THE AVAILABILITY AMOUNT.
AMOUNTS BORROWED UNDER THE
REVOLVING LINE MAY BE REPAID, AND PRIOR TO THE REVOLVING LINE MATURITY DATE,
REBORROWED, SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS PRECEDENT HEREIN.
(B)
TERMINATION; REPAYMENT.
THE REVOLVING LINE
TERMINATES ON THE REVOLVING LINE MATURITY DATE, WHEN THE PRINCIPAL AMOUNT OF ALL
ADVANCES, THE UNPAID INTEREST THEREON, AND ALL OTHER OBLIGATIONS RELATING TO THE
REVOLVING LINE SHALL BE IMMEDIATELY DUE AND PAYABLE.
2.1.2
LETTERS OF CREDIT SUBLIMIT.
(A)
AS PART OF THE REVOLVING LINE AND SUBJECT
TO DEDUCTION OF RESERVES, BANK SHALL ISSUE OR HAVE ISSUED LETTERS OF CREDIT FOR
BORROWER'S ACCOUNT.
THE FACE AMOUNT OF OUTSTANDING LETTERS OF CREDIT (INCLUDING
2
DRAWN BUT UNREIMBURSED LETTERS OF CREDIT AND ANY LETTER OF CREDIT RESERVE) MAY
NOT EXCEED FIVE MILLION DOLLARS ($5,000,000) INCLUSIVE OF CREDIT EXTENSIONS
RELATING TO SECTIONS 2.1.3 AND 2.1.4.
SUCH AGGREGATE AMOUNTS UTILIZED HEREUNDER
SHALL AT ALL TIMES REDUCE THE AMOUNT OTHERWISE AVAILABLE FOR ADVANCES UNDER THE
REVOLVING LINE.
IF, ON THE REVOLVING LINE MATURITY DATE OR AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT THERE ARE ANY OUTSTANDING
LETTERS OF CREDIT, THEN ON SUCH DATE BORROWER SHALL PROVIDE TO BANK CASH
COLLATERAL IN AN AMOUNT EQUAL TO 105% OF THE FACE AMOUNT OF ALL SUCH LETTERS OF
CREDIT PLUS ALL INTEREST, FEES, AND COSTS DUE OR TO BECOME DUE IN CONNECTION
THEREWITH (AS ESTIMATED BY BANK IN ITS GOOD FAITH BUSINESS JUDGMENT), TO SECURE
ALL OF THE OBLIGATIONS RELATING TO SAID LETTERS OF CREDIT.
ALL LETTERS OF
CREDIT SHALL BE IN FORM AND SUBSTANCE ACCEPTABLE TO BANK IN ITS SOLE DISCRETION
AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF BANK'S STANDARD APPLICATION
AND LETTER OF CREDIT AGREEMENT (THE "LETTER OF CREDIT APPLICATION").
BORROWER
AGREES TO EXECUTE ANY FURTHER DOCUMENTATION IN CONNECTION WITH THE LETTERS OF
CREDIT AS BANK MAY REASONABLY REQUEST.
BORROWER FURTHER AGREES TO BE BOUND BY
THE REGULATIONS AND INTERPRETATIONS OF THE ISSUER OF ANY LETTERS OF CREDIT
GUARANTIED BY BANK AND OPENED FOR BORROWER'S ACCOUNT OR BY BANK'S
INTERPRETATIONS OF ANY LETTER OF CREDIT ISSUED BY BANK FOR BORROWER'S ACCOUNT,
AND BORROWER UNDERSTANDS AND AGREES THAT BANK SHALL NOT BE LIABLE FOR ANY ERROR,
NEGLIGENCE, OR MISTAKE, WHETHER OF OMISSION OR COMMISSION, IN FOLLOWING
BORROWER'S INSTRUCTIONS OR THOSE CONTAINED IN THE LETTERS OF CREDIT OR ANY
MODIFICATIONS, AMENDMENTS, OR SUPPLEMENTS THERETO.
(B)
THE OBLIGATION OF BORROWER TO IMMEDIATELY
REIMBURSE BANK FOR DRAWINGS MADE UNDER LETTERS OF CREDIT SHALL BE ABSOLUTE,
UNCONDITIONAL, AND IRREVOCABLE, AND SHALL BE PERFORMED STRICTLY IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, SUCH LETTERS OF CREDIT, AND THE LETTER OF
CREDIT APPLICATION.
ANY AMOUNTS BANK PAYS ON BEHALF OF BORROWER FOR ANY LETTERS
OF CREDIT WILL BE TREATED AS ADVANCES UNDER THE REVOLVING LINE AND WILL ACCRUE
INTEREST AT THE INTEREST RATE APPLICABLE TO ADVANCES.
(C)
BORROWER MAY REQUEST THAT BANK