OF $100,000 OR THE UNPAID AMOUNT OF THE SWING LINE LOANS OUTSTANDING.
THE MINIMUM OUTSTANDING AMOUNT OF SWING LINE LOANS SHALL BE $100,000.
(III)
IF THE BORROWER INSTRUCTS THE SWING LINE
LENDER TO DEBIT ITS DEMAND DEPOSIT ACCOUNT IN AN AMOUNT OF ANY PAYMENT WITH
RESPECT TO A SWING LINE LOAN, OR THE SWING LINE LENDER OTHERWISE RECEIVES
REPAYMENT AFTER 12:00 NOON ATLANTA TIME, ON A BUSINESS DAY, SUCH PAYMENT SHALL
BE DEEMED RECEIVED ON THE NEXT BUSINESS DAY.
(IV)
THE BORROWER AND EACH LENDER WHICH IS OR MAY
BECOME A PARTY HERETO ACKNOWLEDGE THAT ALL SWING LINE LOANS ARE TO BE MADE
SOLELY BY THE SWING LINE LENDER TO THE BORROWER, BUT THAT EACH LENDER SHALL
SHARE THE RISK OF LOSS WITH RESPECT TO SUCH LOANS IN AN AMOUNT EQUAL TO SUCH
LENDER'S PERCENTAGE SHARE OF SUCH SWING LINE LOAN.
UPON DEMAND MADE BY THE
SWING LINE LENDER, EACH LENDER (INCLUDING THE SWING LINE LENDER) SHALL,
ACCORDING TO ITS PERCENTAGE SHARE OF SUCH SWING LINE LOAN, PROMPTLY PROVIDE TO
THE SWING LINE LENDER ITS PURCHASE PRICE THEREFOR IN AN AMOUNT EQUAL TO ITS
PERCENTAGE SHARE THEREIN, IN WHICH CASE SUCH SWING LINE LOAN SHALL BE DEEMED
FROM AND AFTER SUCH DATE A LOAN MADE UNDER SECTION 2.01(A).
THE OBLIGATION OF
EACH LENDER TO SO PROVIDE ITS PURCHASE PRICE TO THE SWING LINE LENDER SHALL BE
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY THE OCCURRENCE OF AN
EVENT OF DEFAULT OR ANY OTHER OCCURRENCE OR EVENT.
(C)
LETTERS OF CREDIT.
DURING THE PERIOD FROM
AND INCLUDING THE DATE HEREOF TO, BUT EXCLUDING, THE TERMINATION DATE, THE
ISSUING BANK, AS ISSUING BANK FOR THE LENDERS, AGREES, ON THE TERMS AND
CONDITIONS OF THIS AGREEMENT, TO EXTEND CREDIT FOR THE ACCOUNT OF ANY ACCOUNT
PARTY AT ANY TIME AND FROM TIME TO TIME BY ISSUING, RENEWING, EXTENDING OR
REISSUING LETTERS OF CREDIT.
THE ISSUING BANK SHALL NOT ISSUE, RENEW, EXTEND OR
REISSUE LETTERS OF CREDIT PURSUANT HERETO (I) IF THE LC EXPOSURE AT THE TIME OF
SUCH EXTENSION OF CREDIT EXCEEDS THE LESSER OF (A) THE LC COMMITMENT AND (B) THE
AGGREGATE REVOLVING CREDIT COMMITMENTS, AS THEN IN EFFECT, MINUS THE AGGREGATE
PRINCIPAL AMOUNT OF ALL LOANS THEN OUTSTANDING OR (II) IF THE BORROWER IS NOT IN
COMPLIANCE WITH ALL THE CONDITIONS TO THE MAKING OF SUCH EXTENSION OF CREDIT AS
SET FORTH IN THIS AGREEMENT.
THE LENDERS SHALL PARTICIPATE IN SUCH LETTERS OF
CREDIT ACCORDING TO THEIR RESPECTIVE PERCENTAGE SHARES.
EACH LETTER OF CREDIT
SHALL (I) BE ISSUED BY THE ISSUING BANK, (II) CONTAIN SUCH TERMS AND PROVISIONS
AS ARE REASONABLY REQUIRED BY THE ISSUING BANK, (III) BE FOR THE ACCOUNT OF THE
ACCOUNT PARTY NAMED THEREIN AND (IV) EXPIRE NOT LATER THAN THE EARLIER OF
(A) TWO YEARS FROM THE DATE OF ISSUANCE AND (B) FIVE DAYS BEFORE THE TERMINATION
DATE PROVIDED THAT NO LETTER OF CREDIT MAY EXPIRE AFTER THE TERMINATION DATE OF
ANY DECLINING LENDER WHO DID NOT AGREE TO EXTEND THE TERMINATION DATE IN
ACCORDANCE