CREDIT ADVANCES IN ACCORDANCE WITH SECTION 1.1(C)(III) AND TO PURCHASE
PARTICIPATION INTERESTS IN ACCORDANCE WITH SECTION 1.1(C)(IV) SHALL BE ABSOLUTE
AND UNCONDITIONAL AND SHALL NOT BE AFFECTED
4
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.(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, 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.
(D)
LETTERS OF CREDIT.
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.
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
AT ANY TIME SHALL NOT EXCEED $15,000,000 ("L/C SUBLIMIT").
(II)
REIMBURSEMENT.
BORROWER SHALL BE
IRREVOCABLY AND UNCONDITIONALLY OBLIGATED FORTHWITH WITHOUT PRESENTMENT, DEMAND,
PROTEST OR OTHER FORMALITIES OF ANY KIND, TO REIMBURSE ANY L/C ISSUER ON DEMAND
IN IMMEDIATELY AVAILABLE FUNDS FOR ANY AMOUNTS PAID BY SUCH L/C ISSUER WITH
RESPECT TO A LETTER OF CREDIT, INCLUDING ALL REIMBURSEMENT PAYMENTS, FEES,
CHARGES, COSTS AND EXPENSES PAID BY SUCH L/C ISSUER.
BORROWER HEREBY AUTHORIZES
AND DIRECTS AGENT, AT AGENT'S OPTION, TO DEBIT BORROWER'S ACCOUNT (BY INCREASING
THE OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING CREDIT ADVANCES) IN THE
AMOUNT OF ANY PAYMENT MADE BY AN L/C ISSUER WITH RESPECT TO ANY LETTER OF
CREDIT.
ALL AMOUNTS PAID BY AN L/C ISSUER WITH RESPECT TO ANY LETTER OF CREDIT
THAT ARE NOT IMMEDIATELY REPAID BY BORROWER WITH THE PROCEEDS OF A REVOLVING
CREDIT ADVANCE OR OTHERWISE SHALL BEAR INTEREST AT THE INTEREST RATE APPLICABLE
TO REVOLVING LOANS WHICH ARE INDEX