OF SUCH PARTICIPATING INTEREST
AND THE AMOUNT OF WELLS FARGO'S U.S. COMMITMENT CONSIDERED TO BE UTILIZED SHALL
BE DECREASED BY THE AGGREGATE AMOUNT OF SUCH PARTICIPATING INTERESTS).
NOTWITHSTANDING THE FOREGOING SENTENCE, THE AGGREGATE AMOUNT OF ALL U.S.
REVOLVING LOANS (INCLUDING, WITHOUT LIMITATION, ALL SWING LOANS) SHALL NOT AT
ANY TIME EXCEED THE MAXIMUM U.S. AVAILABLE AMOUNT.
SUBJECT TO THE CONDITIONS IN
THIS AGREEMENT, ANY SWING LOAN REPAID PRIOR TO THE TERMINATION DATE MAY BE
REBORROWED PURSUANT TO THE TERMS OF THIS AGREEMENT; PROVIDED, THAT ANY AND ALL
SUCH SWING LOANS SHALL BE DUE AND PAYABLE IN FULL AT THE END OF THE SWING LOAN
AVAILABILITY PERIOD.
AT ANY TIME, UPON THE REQUEST OF WELLS FARGO, EACH U.S.
LENDER (OTHER THAN WELLS FARGO) SHALL, ON THE FIRST BUSINESS DAY AFTER SUCH
REQUEST IS MADE, PURCHASE A PARTICIPATING INTEREST IN ANY ONE OR MORE SWING
LOANS MADE IN ACCORDANCE WITH THE FIRST SENTENCE OF THIS SECTION 2.1(F) PRO RATA
IN ACCORDANCE WITH THEIR RESPECTIVE U.S. COMMITMENTS.
EACH U.S. LENDER
33
WILL IMMEDIATELY TRANSFER TO WELLS FARGO, IN IMMEDIATELY AVAILABLE FUNDS, THE
AMOUNT OF ITS PARTICIPATION.
WHENEVER, AT ANY TIME AFTER WELLS FARGO HAS
RECEIVED FROM ANY U.S. LENDER SUCH U.S. LENDER'S PARTICIPATION IN A SWING LOAN,
WELLS FARGO RECEIVES PAYMENT ON ACCOUNT THEREOF, WELLS FARGO WILL DISTRIBUTE TO
SUCH U.S. LENDER ITS PARTICIPATING INTEREST IN SUCH AMOUNT (APPROPRIATELY
ADJUSTED, IN THE CASE OF INTEREST PAYMENTS, TO REFLECT THE PERIOD OF TIME DURING
WHICH SUCH U.S. LENDER'S PARTICIPATING INTEREST WAS OUTSTANDING AND FUNDED);
PROVIDED, HOWEVER, THAT IN THE EVENT THAT SUCH PAYMENT RECEIVED BY WELLS FARGO
IS REQUIRED TO BE RETURNED TO A BORROWER, SUCH U.S. LENDER WILL RETURN TO WELLS
FARGO ANY PORTION THEREOF PREVIOUSLY DISTRIBUTED BY WELLS FARGO TO IT.
EACH
U.S. LENDER'S OBLIGATION TO PURCHASE SUCH PARTICIPATING INTERESTS SHALL BE
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE,
INCLUDING, WITHOUT LIMITATION, (I) ANY SET-OFF, COUNTERCLAIM, RECOUPMENT,
DEFENSE OR OTHER RIGHT WHICH SUCH U.S. LENDER OR ANY OTHER PERSON MAY HAVE
AGAINST WELLS FARGO OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (II) THE
OCCURRENCE OR CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT OR THE TERMINATION OF
ANY U.S. COMMITMENT; (III) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR
OTHERWISE) OF ANY OBLIGOR OR ANY OTHER LENDER; (IV) ANY BREACH OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT BY ANY OBLIGOR OR ANY OTHER U.S. LENDER; OR (V) ANY
OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY
OF THE FOREGOING.
EACH SWING LOAN (OR ANY PORTION THEREOF), ONCE SO
PARTICIPATED, SHALL CEASE TO BE A SWING LOAN FOR THE PURPOSES OF THIS AGREEMENT,
BUT SHALL CONTINUE TO BE A U.S. REVOLVING LOAN.
EACH SWING LOAN SHALL BE IN
AN AMOUNT EQUAL TO $100,000 OR A INTEGRAL MULTIPLE THEREOF.
2.2
LETTERS OF CREDIT.
(A)
LETTERS OF CREDIT.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, AND ON THE CONDITION THAT (I) AGGREGATE LETTER OF CREDIT LIABILITIES
RELATING TO U.S. LETTERS OF CREDIT