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 OR DOCUMENTARY 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) THREE HUNDRED
SIXTY-FOUR DAYS 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, INCLUDING ANY EXTENSION THEREOF CONTEMPLATED BY
SECTION 2.05(A), PROVIDED THAT ANY LETTER OF CREDIT WITH A THREE HUNDRED
SIXTY-FOUR DAY TENOR MAY PROVIDE FOR THE PERIODIC AND/OR SUCCESSIVE RENEWALS OR
EXTENSIONS THEREOF FOR ADDITIONAL PERIODS EXPIRING PRIOR TO THE EARLIER TO OCCUR
OF (X) THREE HUNDRED SIXTY-FOUR DAYS AFTER THE DATE OF SUCH RENEWAL OR EXTENSION
AND (Y) 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 REQUEST FOR THE ISSUANCE OF EACH LETTER
OF CREDIT BY 2:00
24
P.M. NEW YORK CITY TIME, TWO BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF
ISSUANCE.
IF REQUESTED BY THE ISSUING BANK, EACH LETTER OF CREDIT REQUEST SHALL
BE