LOAN PURSUANT TO CLAUSE (F) ABOVE, THE SWING LINE
LENDER SHALL PROMPTLY DISTRIBUTE TO SUCH LENDER SUCH LENDER'S PRO RATA SHARE OF
ALL PAYMENTS OF PRINCIPAL OF AND INTEREST RECEIVED BY THE SWING LINE LENDER ON
ACCOUNT OF SUCH SWING LINE LOAN OTHER THAN THOSE RECEIVED FROM A LENDER PURSUANT
TO CLAUSE (E) OR (F) ABOVE.
2.3
ISSUANCE OF LETTERS OF CREDIT AND PURCHASE
OF PARTICIPATIONS THEREIN.
(A)
ON THE TERMS AND SUBJECT TO THE CONDITIONS
CONTAINED IN THIS AGREEMENT, EACH ISSUING BANK AGREES TO ISSUE AT THE REQUEST OF
THE BORROWER AND FOR THE ACCOUNT OF THE BORROWER OR ON BEHALF OF ANY CREDIT
PARTY ONE OR MORE LETTERS OF CREDIT DENOMINATED IN ANY APPROVED CURRENCY
(PROVIDED THAT THE FACE AMOUNT OF ALL LETTERS OF CREDIT DENOMINATED IN A
CURRENCY OTHER THAN DOLLARS SHALL NOT EXCEED $10.0 MILLION AT ANY TIME
OUTSTANDING) FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD COMMENCING
ON THE CLOSING DATE AND ENDING ON THE THIRD DAY PRIOR TO THE REVOLVING
COMMITMENT TERMINATION DATE; PROVIDED, HOWEVER, THAT NO ISSUING BANK SHALL BE
UNDER ANY OBLIGATION TO ISSUE (AND, UPON THE OCCURRENCE OF ANY OF THE EVENTS
DESCRIBED IN CLAUSES (II), (III), (IV), (V) AND (VI)(A) BELOW, SHALL NOT ISSUE)
ANY LETTER OF CREDIT UPON THE OCCURRENCE OF ANY OF THE FOLLOWING:
(I)
ANY ORDER, JUDGMENT OR DECREE OF ANY
GOVERNMENTAL AUTHORITY OR ARBITRATOR SHALL PURPORT BY ITS TERMS TO ENJOIN OR
RESTRAIN SUCH ISSUING BANK FROM ISSUING SUCH LETTER OF CREDIT OR ANY REQUIREMENT
OF LAW APPLICABLE TO SUCH ISSUING BANK OR ANY REQUEST OR DIRECTIVE (WHETHER OR
NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL AUTHORITY WITH JURISDICTION
OVER SUCH ISSUING BANK SHALL PROHIBIT, OR REQUEST THAT SUCH ISSUING BANK REFRAIN
FROM, THE ISSUANCE OF LETTERS OF
47
CREDIT GENERALLY OR SUCH LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON
SUCH ISSUING BANK WITH RESPECT TO SUCH LETTER OF CREDIT ANY RESTRICTION OR
RESERVE OR CAPITAL REQUIREMENT (FOR WHICH SUCH ISSUING BANK IS NOT OTHERWISE
COMPENSATED) NOT IN EFFECT ON THE DATE OF THIS AGREEMENT OR RESULT IN ANY
UNREIMBURSED LOSS, COST OR EXPENSE THAT WAS NOT APPLICABLE, IN EFFECT OR KNOWN
TO SUCH ISSUING BANK AS OF THE DATE OF THIS AGREEMENT AND THAT SUCH ISSUING BANK
IN GOOD FAITH DEEMS MATERIAL TO IT;
(II)
SUCH ISSUING BANK SHALL HAVE RECEIVED ANY
WRITTEN NOTICE OF THE TYPE DESCRIBED IN CLAUSE (D) BELOW;
(III)
AFTER GIVING EFFECT TO THE ISSUANCE OF SUCH
LETTER OF CREDIT, THE AGGREGATE REVOLVING CREDIT OUTSTANDINGS WOULD EXCEED THE
MAXIMUM CREDIT AT SUCH TIME;
(IV)
AFTER GIVING EFFECT TO THE ISSUANCE OF SUCH
LETTER OF CREDIT, THE LETTER OF CREDIT USAGE EXCEEDS THE LETTER OF CREDIT
SUBLIMIT;
(V)
SUCH LETTER OF CREDIT IS REQUESTED TO BE
DENOMINATED IN ANY CURRENCY OTHER THAN AN APPROVED CURRENCY; OR
(VI)
(A) ANY FEES DUE IN CONNECTION WITH A
REQUESTED ISSUANCE HAVE NOT BEEN PAID, (B) SUCH LETTER OF CREDIT IS REQUESTED TO
BE ISSUED IN A FORM