THE AMOUNT
DUE.
IN SUCH EVENT, IF THE BORROWER HAS NOT IN FACT MADE SUCH PAYMENT, THEN
EACH SUCH CREDIT PARTY SEVERALLY AGREES TO REPAY TO THE ADMINISTRATIVE AGENT
FORTHWITH ON DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH CREDIT PARTY WITH INTEREST
THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS DISTRIBUTED TO
IT TO BUT EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE AGENT, AT THE
GREATER OF THE FEDERAL FUNDS RATE AND A RATE PER ANNUM DETERMINED BY THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK
COMPENSATION.
(E)
IF ANY CREDIT PARTY SHALL FAIL TO MAKE ANY PAYMENT REQUIRED TO BE
MADE BY IT PURSUANT TO SECTION 2.04(B), THEN THE ADMINISTRATIVE AGENT MAY, IN
ITS DISCRETION (NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF), APPLY ANY
AMOUNTS THEREAFTER RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH
CREDIT PARTY TO SATISFY SUCH CREDIT PARTY'S OBLIGATIONS UNDER SUCH SECTION UNTIL
ALL SUCH UNSATISFIED OBLIGATIONS ARE FULLY PAID.
Section 2.09
Letter of Credit Sub-Facility
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE ISSUING
BANK AGREES, IN RELIANCE ON THE AGREEMENT OF THE OTHER LENDERS SET FORTH IN
SECTION 2.10, TO ISSUE STANDBY LETTERS OF CREDIT (THE "LETTERS OF CREDIT"; EACH,
INDIVIDUALLY, A "LETTER OF CREDIT") DURING THE AVAILABILITY PERIOD FOR THE
ACCOUNT OF THE BORROWER, PROVIDED THAT IMMEDIATELY AFTER THE ISSUANCE OF EACH
LETTER OF CREDIT (I) THE LETTER OF CREDIT EXPOSURE OF EACH LENDER (WHETHER OR
NOT THE CONDITIONS FOR DRAWING UNDER ANY LETTER OF CREDIT HAVE OR MAY BE
SATISFIED) WOULD NOT EXCEED ITS LETTER OF CREDIT COMMITMENT AND (II) THE
AGGREGATE CREDIT EXPOSURE WOULD NOT EXCEED THE AGGREGATE REVOLVING COMMITMENT.
EACH LETTER OF CREDIT ISSUED PURSUANT TO THIS SECTION SHALL HAVE AN EXPIRATION
DATE WHICH SHALL BE NOT LATER THAN THE EARLIER OF (I) TWELVE MONTHS AFTER THE
DATE OF ISSUANCE THEREOF AND (II) FIVE BUSINESS DAYS BEFORE THE COMMITMENT
TERMINATION DATE REFERRED TO IN CLAUSE (A) OF THE DEFINITION THEREOF, PROVIDED
THAT ANY LETTER OF CREDIT WITH A TWELVE-MONTH TENOR MAY PROVIDE FOR THE PERIODIC
AND/OR SUCCESSIVE RENEWALS OR EXTENSIONS THEREOF FOR ADDITIONAL TWELVE-MONTH
PERIODS NOT EXPIRING AFTER THE DATE REFERRED TO IN CLAUSE (II) ABOVE.
NO LETTER
OF CREDIT SHALL BE ISSUED IF THE ADMINISTRATIVE AGENT, OR THE REQUIRED LENDERS
BY NOTICE TO THE ADMINISTRATIVE AGENT NO LATER THAN 1:00 P.M. NEW YORK CITY TIME
ONE BUSINESS DAY PRIOR TO THE REQUESTED DATE OF ISSUANCE OF SUCH LETTER OF
CREDIT, SHALL HAVE DETERMINED THAT ANY CONDITION SET FORTH IN SECTION 5.01 OR
5.02 HAS NOT BEEN SATISFIED.
(B)
EACH LETTER OF CREDIT SHALL BE ISSUED FOR THE ACCOUNT OF THE
BORROWER IN SUPPORT OF AN OBLIGATION OF THE BORROWER OR A SUBSIDIARY IN FAVOR OF
A BENEFICIARY WHO HAS REQUESTED THE ISSUANCE OF SUCH LETTER OF CREDIT AS A
CONDITION TO A TRANSACTION ENTERED INTO IN CONNECTION WITH THE BORROWER'S OR
SUCH SUBSIDIARY'S ORDINARY COURSE OF BUSINESS.
THE BORROWER SHALL GIVE THE
ADMINISTRATIVE AGENT A LETTER OF CREDIT