ADMINISTRATIVE AGENT AND NOT TO THE SWINGLINE LENDER.
ANY AMOUNTS RECEIVED BY THE SWINGLINE LENDER FROM BORROWER (OR OTHER 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 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 AND TO THE SWINGLINE LENDER, 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 SUBSIDIARY IN A FORM
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE ISSUING BANK, AT ANY
TIME AND FROM TIME TO TIME DURING THE REVOLVING AVAILABILITY PERIOD.
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.
43
(B)
REQUEST FOR ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN
CONDITIONS.
TO REQUEST THE ISSUANCE OF A LETTER OF CREDIT OR THE AMENDMENT,
RENEWAL OR EXTENSION OF AN OUTSTANDING LETTER OF CREDIT, BORROWER SHALL HAND
DELIVER OR TELECOPY (OR TRANSMIT BY ELECTRONIC COMMUNICATION, IF ARRANGEMENTS
FOR DOING SO HAVE BEEN APPROVED BY THE ISSUING BANK) AN LC REQUEST TO THE
ISSUING BANK AND THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. ON THE THIRD
BUSINESS DAY PRECEDING THE REQUESTED DATE OF ISSUANCE, AMENDMENT, RENEWAL OR
EXTENSION (OR SUCH LATER DATE AND TIME AS IS ACCEPTABLE TO THE ISSUING BANK).
A request for an initial issuance of a Letter of Credit shall specify in form
and detail satisfactory to the Issuing Bank:
(I)
THE PROPOSED ISSUANCE DATE OF THE REQUESTED LETTER OF CREDIT
(WHICH SHALL BE A BUSINESS DAY);
(II)
THE AMOUNT THEREOF;
(III)
THE EXPIRY DATE THEREOF (WHICH SHALL NOT BE LATER THAN THE CLOSE
OF BUSINESS 15 DAYS PRIOR TO THE REVOLVING MATURITY DATE);
(IV)
THE NAME AND ADDRESS OF THE BENEFICIARY THEREOF;
(V)
WHETHER THE LETTER OF CREDIT IS TO BE ISSUED FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A SUBSIDIARY;
(VI)
THE DOCUMENTS TO BE PRESENTED BY SUCH BENEFICIARY IN CONNECTION
WITH ANY