LINE LOAN.
(IV)
IF, PRIOR TO REFUNDING A SWING LINE LOAN WITH
A REVOLVING CREDIT ADVANCE PURSUANT TO SECTION 1.1(C)(III), ONE OF THE EVENTS
DESCRIBED IN SECTIONS 6.1(F) OR 6.1(G) HAS OCCURRED, THEN, SUBJECT TO THE
PROVISIONS OF SECTION 1.1(C)(V)
4
BELOW, EACH REVOLVING LENDER SHALL, ON THE DATE SUCH REVOLVING CREDIT ADVANCE
WAS TO HAVE BEEN MADE FOR THE BENEFIT OF BORROWER, PURCHASE FROM THE SWING LINE
LENDER AN UNDIVIDED PARTICIPATION INTEREST IN THE SWING LINE LOAN IN AN AMOUNT
EQUAL TO ITS PRO RATA SHARE (DETERMINED WITH RESPECT TO REVOLVING LOANS) OF SUCH
SWING LINE LOAN.
UPON REQUEST, EACH REVOLVING LENDER SHALL PROMPTLY TRANSFER TO
THE SWING LINE LENDER, IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT OF ITS
PARTICIPATION INTEREST.
(V)
EACH REVOLVING LENDER'S OBLIGATION TO MAKE
REVOLVING 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 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 (2) 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 $3,000,000 ("L/C SUBLIMIT").
(II)
REIMBURSEMENT.
BORROWER SHALL BE
IRREVOCABLY AND UNCONDITIONALLY OBLIGATED FORTHWITH WITHOUT PRESENTMENT, DEMAND,
PROTEST OR OTHER FORMALITIES OF