SHALL BE SUBJECT TO ALL OF THE TERMS AND
CONDITIONS APPLICABLE TO OTHER PRIME RATE LOANS FUNDED BY THE LENDERS, EXCEPT
THAT ALL PAYMENTS THEREON SHALL BE PAYABLE TO THE SWING LINE LENDER SOLELY FOR
ITS OWN ACCOUNT.
ALL REVOLVING LOANS AND SWING LINE LOANS SHALL BE SUBJECT TO
THE SETTLEMENT AMONG LENDERS PROVIDED FOR IN SECTION 6.11 HEREOF.
(C)
UPON THE MAKING OF A SWING LINE LOAN OR A SPECIAL AGENT
ADVANCE (WHETHER BEFORE OR AFTER THE OCCURRENCE OF A DEFAULT OR EVENT OF
DEFAULT) OR ANY LOAN BY AGENT AS PROVIDED IN SECTION 6.11, WITHOUT FURTHER
ACTION BY ANY PARTY HERETO, EACH LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY AND
UNCONDITIONALLY PURCHASED AND RECEIVED FROM THE SWING LINE LENDER OR AGENT,
WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION TO THE
EXTENT OF SUCH LENDER'S PRO RATA SHARE IN SUCH SWING LINE LOAN, SPECIAL AGENT
ADVANCE OR OTHER LOAN.
TO THE EXTENT THAT THERE IS NO SETTLEMENT IN ACCORDANCE
WITH SECTION 6.11 BELOW, THE SWING LINE LENDER OR AGENT, AS THE CASE MAY BE, MAY
AT ANY TIME, REQUIRE THE LENDERS TO FUND THEIR PARTICIPATIONS.
FROM AND AFTER
THE DATE, IF ANY, ON WHICH ANY LENDER IS REQUIRED TO FUND ITS PARTICIPATION IN
ANY SWING LINE LOAN, SPECIAL AGENT ADVANCE OR OTHER LOAN, AGENT SHALL PROMPTLY
DISTRIBUTE TO SUCH LENDER, SUCH LENDER'S PRO RATA SHARE OF ALL PAYMENTS OF
PRINCIPAL AND INTEREST RECEIVED BY AGENT IN RESPECT OF SUCH SWING LINE LOAN OR
SPECIAL AGENT ADVANCE.
(D)
EXCEPT IN AGENT'S DISCRETION, WITH THE CONSENT OF ALL
LENDERS, OR AS OTHERWISE PROVIDED HEREIN, THE AGGREGATE AMOUNT OF THE LOANS AND
THE LETTER OF CREDIT OBLIGATIONS OUTSTANDING AT ANY TIME SHALL NOT EXCEED THE
LESSER OF THE MAXIMUM CREDIT OR THE BORROWING BASE.
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(E)
IN THE EVENT THAT (I) THE AGGREGATE AMOUNT OF THE LOANS
AND THE LETTER OF CREDIT OBLIGATIONS OUTSTANDING AT ANY TIME EXCEED THE MAXIMUM
CREDIT, OR (II) EXCEPT AS OTHERWISE PROVIDED HEREIN, THE AGGREGATE PRINCIPAL
AMOUNT OF THE REVOLVING LOANS, SWING LINE LOANS AND LETTER OF CREDIT OBLIGATIONS
OUTSTANDING TO BORROWERS EXCEED THE BORROWING BASE, SUCH EVENT SHALL NOT LIMIT,
WAIVE OR OTHERWISE AFFECT ANY RIGHTS OF AGENT OR LENDERS IN SUCH CIRCUMSTANCES
OR ON ANY FUTURE OCCASIONS AND BORROWERS SHALL, UPON DEMAND BY AGENT, WHICH MAY
BE MADE AT ANY TIME OR FROM TIME TO TIME, IMMEDIATELY REPAY TO AGENT THE ENTIRE
AMOUNT OF ANY SUCH EXCESS(ES) FOR WHICH PAYMENT IS DEMANDED.
2.2
LETTERS OF CREDIT.
(A)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS CONTAINED
HEREIN AND IN THE LETTER OF CREDIT DOCUMENTS, AT THE REQUEST OF A BORROWER (OR
ADMINISTRATIVE BORROWER ON BEHALF OF SUCH BORROWER), AGENT AGREES TO CAUSE AN
ISSUING BANK TO ISSUE, AND EACH SUCH ISSUING BANK AGREES TO ISSUE, FOR THE
ACCOUNT OF SUCH BORROWER ONE OR MORE LETTERS OF CREDIT, FOR THE RATABLE RISK OF
EACH LENDER ACCORDING TO ITS PRO RATA SHARE,
CONTAINING TERMS AND CONDITIONS
ACCEPTABLE TO AGENT AND SUCH ISSUING BANK.
(B)