to that
extent be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered.
The Company
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set off, but subject to Section 11.9) with respect to
such participation as fully as if such Lender were the direct creditor of the
Company in the amount of such participation.
The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section 2.12 and will in each case notify
the Lenders following any such purchases or repayments.
2.13
Issuing the Letters of Credit.
(A)
IN ORDER TO EFFECT THE ISSUANCE OF A LETTER OF CREDIT, THE COMPANY
SHALL SUBMIT A NOTICE OF BORROWING AND LC APPLICATION IN WRITING BY TELECOPY TO
THE ADMINISTRATIVE AGENT (WHO SHALL PROMPTLY NOTIFY THE ISSUING LENDER) NOT
LATER THAN 12:00 P.M., CHICAGO, ILLINOIS TIME, THREE (3) BUSINESS DAYS BEFORE
THE REQUESTED DATE OF ISSUANCE OF SUCH LETTER OF CREDIT.
EACH SUCH NOTICE OF
BORROWING AND LC APPLICATION SHALL BE SIGNED BY THE COMPANY, SPECIFY THE
BUSINESS DAY ON WHICH SUCH LETTER OF CREDIT IS TO BE ISSUED, THE PURPOSE FOR THE
REQUESTED LETTER OF CREDIT, SPECIFY THE AVAILABILITY FOR LETTERS OF CREDIT UNDER
THE BORROWING BASE, AND THE $20,000,000 AGGREGATE LC OBLIGATION LIMITATION AS OF
THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT AND THE EXPIRY DATE THEREOF WHICH
SHALL NOT BE LATER THAN THE EARLIER OF (I) TWELVE (12) MONTHS FROM THE DATE OF
ISSUANCE OF SUCH LETTER OF CREDIT AND (II) THE SEVENTH BUSINESS DAY PRIOR TO
TERMINATION DATE.
IF REQUESTED BY THE COMPANY NOT LATER THAN THREE (3) BUSINESS
DAYS PRIOR TO EXPIRATION OF ANY LETTER OF CREDIT, ANY LETTER OF CREDIT MAY BE
RENEWED FOR THE ADDITIONAL PERIOD SPECIFIED IN SECTION 2.1(C).
(B)
UPON SATISFACTION OF THE APPLICABLE TERMS AND CONDITIONS SET FORTH
IN ARTICLE V, THE ISSUING LENDER SHALL ISSUE SUCH LETTER OF CREDIT TO THE
SPECIFIED BENEFICIARY NOT
38
LATER THAN THE CLOSE OF BUSINESS, CHICAGO, ILLINOIS TIME, ON THE DATE SO
SPECIFIED.
THE ADMINISTRATIVE AGENT SHALL PROVIDE THE COMPANY AND EACH LENDER
WITH A COPY OF EACH LETTER OF CREDIT SO ISSUED.
EACH SUCH LETTER OF CREDIT
SHALL (I) PROVIDE FOR THE PAYMENT OF DRAFTS, PRESENTED FOR HONOR THEREUNDER BY
THE BENEFICIARY IN ACCORDANCE WITH THE TERMS THEREON, AT SIGHT WHEN ACCOMPANIED
BY THE DOCUMENTS DESCRIBED THEREIN AND (II) BE SUBJECT TO THE UNIFORM CUSTOMS
AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF