THIS
AGREEMENT, ANY LOAN DOCUMENT OR ANY LENDER PARTY SWAP DOCUMENT TO THE CONTRARY,
(I) NO COVENANT OR AGREEMENT OF BORROWER PARTY SHALL PROHIBIT BORROWER PARTY
FROM ENTERING INTO ANY LENDER PARTY SWAP DOCUMENT; AND (II) THE RIGHT OF LENDER
PARTIES TO ACCELERATE ANY OF THE CREDIT AGREEMENT OBLIGATIONS SHALL NOT BE
CONSTRUED TO REQUIRE THE TERMINATION OR UNWINDING OF ANY TRANSACTIONS THE
SUBJECT OF ANY LENDER PARTY SWAP DOCUMENTS.
1.12
LIEN GRANTED FOR LENDER PARTY SWAP OBLIGATIONS.
TO THE EXTENT THAT
ANY LIEN IS GRANTED TO ANY LENDER PARTY AS SECURITY FOR ANY LENDER PARTY SWAP
OBLIGATION OF ANY BORROWER PARTY TO ANY LENDER PARTY OTHER THAN COLLATERAL
AGENT, THE LIEN SO GRANTED SHALL BE DEEMED TO BE A LIEN GRANTED TO COLLATERAL
AGENT AS SECURITY FOR THE SECURED OBLIGATIONS, WITHOUT THE NECESSITY OF ANY ACT
OR CONSENT OF ANY PERSON.
ARTICLE II
2.
THE REVOLVING LOAN
2.1
GENERAL TERMS.
SUBJECT TO THE TERMS HEREOF, REVOLVING LOAN
LENDERS WILL LEND BORROWERS, FROM TIME TO TIME UNTIL THE REVOLVING LOAN MATURITY
DATE, SUCH AMOUNTS WHICH SHALL NOT EXCEED, IN THE AGGREGATE PRINCIPAL AMOUNT AT
ANY ONE TIME OUTSTANDING THE UNUSED REVOLVING LOAN COMMITMENT, LESS THE
OUTSTANDING SWING LINE LOAN ADVANCES.
(A)
EACH REVOLVING LOAN LENDER SEVERALLY AGREES, ON THE TERMS AND
CONDITIONS HEREINAFTER SET FORTH, TO MAKE REVOLVING LOAN ADVANCES TO BORROWERS
FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE DATE HEREOF
UNTIL THE REVOLVING LOAN MATURITY DATE IN AN AMOUNT FOR EACH SUCH REVOLVING LOAN
ADVANCE NOT TO EXCEED SUCH REVOLVING LOAN LENDER'S PRO RATA SHARE OF THE
APPLICABLE AGGREGATE REVOLVING LOAN BORROWING.
EACH REVOLVING LOAN BORROWING
SHALL BE IN THE AMOUNT OF $100,000.00 OR AN INTEGRAL MULTIPLE OF $50,000.00 IN
EXCESS THEREOF (OTHER THAN A REVOLVING LOAN BORROWING THE PROCEEDS OF WHICH
SHALL BE USED SOLELY TO REPAY OR PREPAY IN FULL OUTSTANDING SWING LINE LOAN
ADVANCES AND A REVOLVING LOAN BORROWING IN AN AMOUNT EQUAL TO THE ENTIRE UNUSED
REVOLVING LOAN COMMITMENT) AND SHALL CONSIST OF REVOLVING LOAN ADVANCES MADE
SIMULTANEOUSLY BY THE REVOLVING LOAN LENDERS PRO RATA.
(B)
SUBJECT TO THE TERMS HEREOF, BORROWERS MAY BORROW, REPAY WITHOUT
PENALTY OR PREMIUM, AND REBORROW HEREUNDER, FROM THE DATE OF THIS AGREEMENT
UNTIL THE REVOLVING LOAN MATURITY DATE.
IF AT ANY TIME THE UNPAID PRINCIPAL
BALANCE OF THE REVOLVING LOAN EXCEEDS THE AMOUNT BORROWERS COULD BORROW AT SUCH
TIME AS SET FORTH HEREIN, BORROWERS SHALL IMMEDIATELY UPON DEMAND OF AGENT PAY
OR CAUSE TO BE PAID SUCH AMOUNTS TO AGENT FOR THE ACCOUNT OF THE REVOLVING LOAN
LENDERS (BASED ON EACH REVOLVING LOAN LENDER'S PRO RATA SHARE OF THE REVOLVING
LOAN COMMITMENT AT SUCH TIME), TO THE EXTENT NECESSARY TO REDUCE THE REVOLVING
LOAN TO AN AMOUNT WHICH BORROWERS COULD BORROW AT THAT TIME.
2.2
DISBURSEMENT OF THE REVOLVING LOAN.
(A)
EXCEPT FOR REVOLVING LOAN BORROWINGS UNDER SECTION 3.2 OF THIS
AGREEMENT AND SUBJECT TO THE TERMS OF ANY OTHER AGREEMENT AMONG AGENT, REVOLVING
LOAN LENDERS AND BORROWERS TO THE CONTRARY, IN ORDER