default in the payment thereof.
Section 2.05
Letters of Credit.
(A)
GENERAL.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE BORROWER MAY REQUEST THE ISSUANCE OF STANDBY
AND, IF AVAILABLE FROM THE LC ISSUER, COMMERCIAL LETTERS OF CREDIT FOR ITS OWN
ACCOUNT, IN A FORM REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND ANY LC
ISSUER, AT ANY TIME AND FROM TIME TO TIME DURING THE REVOLVING AVAILABILITY
PERIOD.
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 THE BORROWER TO, OR ENTERED INTO BY
THE BORROWER WITH, AN LC ISSUER RELATING TO ANY LETTER OF CREDIT, THE TERMS AND
CONDITIONS OF THIS AGREEMENT SHALL CONTROL.
(B)
NOTICE OF 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), THE
BORROWER SHALL HAND DELIVER OR TELECOPY (OR TRANSMIT BY ELECTRONIC
COMMUNICATION, IF ARRANGEMENTS FOR DOING SO HAVE BEEN APPROVED BY THE RESPECTIVE
LC ISSUER) TO AN LC ISSUER SELECTED BY IT AND THE ADMINISTRATIVE AGENT
(REASONABLY IN ADVANCE OF THE REQUESTED DATE OF ISSUANCE, AMENDMENT, RENEWAL OR
EXTENSION) A NOTICE REQUESTING THE ISSUANCE OF A LETTER OF CREDIT, OR
IDENTIFYING THE LETTER OF CREDIT TO BE AMENDED, RENEWED OR EXTENDED, AND
SPECIFYING THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (WHICH SHALL BE
A BUSINESS DAY), THE DATE ON WHICH SUCH LETTER OF CREDIT IS TO EXPIRE (WHICH
SHALL COMPLY WITH PARAGRAPH (C) OF THIS SECTION), THE AMOUNT OF SUCH LETTER OF
CREDIT, THE NAME AND ADDRESS OF THE BENEFICIARY THEREOF AND SUCH OTHER
INFORMATION AS SHALL BE NECESSARY TO PREPARE, AMEND, RENEW OR EXTEND SUCH LETTER
OF CREDIT.
IF REQUESTED BY THE RESPECTIVE LC ISSUER, THE BORROWER ALSO SHALL
SUBMIT A LETTER OF CREDIT APPLICATION ON SUCH LC ISSUER'S STANDARD FORM IN
CONNECTION WITH ANY REQUEST FOR A LETTER OF CREDIT.
A LETTER OF CREDIT SHALL BE
ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF (AND UPON ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION OF EACH LETTER OF CREDIT THE BORROWER SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION (I) THE TOTAL REVOLVING EXPOSURE SHALL NOT EXCEED THE TOTAL
REVOLVING COMMITMENTS AND (II) THE TOTAL LC EXPOSURE SHALL NOT EXCEED
$25,000,000.
36
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT
SHALL EXPIRE AT OR PRIOR TO THE CLOSE OF BUSINESS ON THE EARLIER OF (1) THE DATE
ONE YEAR AFTER THE DATE OF THE ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE
CASE OF ANY RENEWAL OR EXTENSION THEREOF, ONE YEAR AFTER SUCH RENEWAL OR
EXTENSION) AND (2) THE DATE THAT IS THREE BUSINESS DAYS PRIOR TO THE REVOLVING
CREDIT MATURITY DATE, PROVIDED ANY LETTER OF CREDIT WITH A ONE-YEAR TERM MAY
PROVIDE FOR THE RENEWAL THEREOF FOR ADDITIONAL ONE-YEAR PERIODS (WHICH SHALL IN
NO EVENT EXTEND BEYOND THE DATE