SUCH
LENDER (AND SECTION 2.02 SHALL APPLY, MUTATIS MUTANDIS, TO THE PAYMENT
OBLIGATIONS OF THE REVOLVING LENDERS), AND THE ADMINISTRATIVE AGENT SHALL
PROMPTLY PAY TO THE SWINGLINE LENDER THE AMOUNTS SO RECEIVED BY IT FROM THE
REVOLVING LENDERS. THE ADMINISTRATIVE AGENT SHALL NOTIFY BORROWER OF ANY
PARTICIPATIONS IN ANY SWINGLINE LOAN ACQUIRED BY THE REVOLVING LENDERS PURSUANT
TO THIS PARAGRAPH, AND THEREAFTER PAYMENTS IN RESPECT OF SUCH SWINGLINE LOAN
SHALL BE MADE TO THE ADMINISTRATIVE AGENT AND NOT TO THE SWINGLINE LENDER. ANY
AMOUNTS RECEIVED BY THE SWINGLINE LENDER FROM BORROWER (OR ANOTHER PARTY ON
BEHALF OF BORROWER) IN RESPECT OF A SWINGLINE LOAN AFTER RECEIPT BY THE
SWINGLINE LENDER OF THE PROCEEDS OF A SALE OF PARTICIPATIONS THEREIN SHALL BE
PROMPTLY REMITTED TO THE ADMINISTRATIVE AGENT. ANY SUCH AMOUNTS RECEIVED BY
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the Administrative Agent shall be promptly remitted by the Administrative Agent
to the Revolving Lenders that shall have made their payments pursuant to this
paragraph, as their interests may appear. The purchase of participations in a
Swingline Loan pursuant to this paragraph shall not relieve Borrower of any
default in the payment thereof.
SECTION 2.18
LETTERS OF CREDIT.
(A)
GENERAL. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN,
BORROWER MAY REQUEST THE ISSUING BANK, AND THE ISSUING BANK AGREES, TO ISSUE
LETTERS OF CREDIT FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A RESTRICTED SUBSIDIARY
IN A FORM REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE ISSUING
BANK, AT ANY TIME AND FROM TIME TO TIME FROM THE CLOSING DATE UNTIL 30 DAYS
PRIOR TO THE REVOLVING MATURITY DATE (PROVIDED THAT BORROWER SHALL BE A
CO-APPLICANT, AND BE JOINTLY AND SEVERALLY LIABLE, WITH RESPECT TO EACH LETTER
OF CREDIT ISSUED FOR THE ACCOUNT OF A RESTRICTED SUBSIDIARY). THE ISSUING BANK
SHALL HAVE NO OBLIGATION TO ISSUE, AND BORROWER SHALL NOT REQUEST THE ISSUANCE
OF, ANY LETTER OF CREDIT AT ANY TIME IF AFTER GIVING EFFECT TO SUCH ISSUANCE,
THE LC EXPOSURE WOULD EXCEED THE LC COMMITMENT OR THE TOTAL REVOLVING EXPOSURE
WOULD EXCEED THE TOTAL REVOLVING COMMITMENTS. IN THE EVENT OF ANY INCONSISTENCY
BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS
OF ANY FORM OF LETTER OF CREDIT APPLICATION OR OTHER AGREEMENT SUBMITTED BY
BORROWER TO, OR ENTERED INTO BY BORROWER WITH, THE ISSUING BANK RELATING TO ANY
LETTER OF CREDIT, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL.
(B)
REQUEST FOR ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN
CONDITIONS AND NOTICES. TO REQUEST THE ISSUANCE OF A LETTER OF CREDIT OR THE
AMENDMENT, RENEWAL OR EXTENSION OF AN OUTSTANDING LETTER OF CREDIT, BORROWER
SHALL DELIVER, BY HAND OR TELECOPIER (OR TRANSMIT BY ELECTRONIC COMMUNICATION,
IF ARRANGEMENTS FOR DOING SO HAVE BEEN APPROVED BY THE ISSUING BANK ON A
CASE-BY-CASE BASIS), AN LC REQUEST TO THE ISSUING BANK AND THE ADMINISTRATIVE
AGENT NOT LATER THAN 11:00 A.M. (NEW YORK CITY TIME) ON THE THIRD BUSINESS DAY
PRECEDING THE REQUESTED DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (OR
SUCH LATER DATE AND