THE SWINGLINE LENDER THE AMOUNTS SO RECEIVED BY IT FROM THE
REVOLVING LENDERS.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE US BORROWER OF ANY
PARTICIPATIONS IN ANY US SWINGLINE LOAN ACQUIRED BY THE REVOLVING LENDERS
PURSUANT TO THIS PARAGRAPH, AND THEREAFTER PAYMENTS IN RESPECT OF SUCH US
SWINGLINE LOAN SHALL BE MADE TO THE ADMINISTRATIVE AGENT AND NOT TO THE
SWINGLINE LENDER.
ANY AMOUNTS RECEIVED BY THE SWINGLINE LENDER FROM THE US
BORROWER (OR OTHER PARTY ON BEHALF OF THE US BORROWER) IN RESPECT OF A US
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
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PAYMENTS PURSUANT TO THIS PARAGRAPH, AS THEIR INTERESTS MAY APPEAR.
THE
PURCHASE OF PARTICIPATIONS IN A US SWINGLINE LOAN PURSUANT TO THIS PARAGRAPH
SHALL NOT RELIEVE THE US BORROWER OF ANY DEFAULT IN THE PAYMENT THEREOF.
SECTION 2.18
Letters of Credit.
A.
Cayman Letters of Credit
(A)
GENERAL.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN,
THE CAYMAN BORROWER MAY REQUEST THE ISSUING BANK, AND THE ISSUING BANK AGREES,
TO ISSUE LETTERS OF CREDIT FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ITS 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
(PROVIDED THAT THE CAYMAN BORROWER SHALL BE A CO-APPLICANT, AND BE JOINTLY AND
SEVERALLY LIABLE, WITH RESPECT TO EACH LETTER OF CREDIT ISSUED FOR THE ACCOUNT
OF ITS SUBSIDIARY).
THE ISSUING BANK SHALL HAVE NO OBLIGATION TO ISSUE, AND THE
CAYMAN 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 THE CAYMAN BORROWER TO, OR ENTERED
INTO BY THE CAYMAN 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 CAYMAN LETTER OF CREDIT OR
THE AMENDMENT, RENEWAL OR EXTENSION OF AN OUTSTANDING CAYMAN LETTER OF CREDIT,
THE CAYMAN BORROWER SHALL DELIVER, BY HAND OR TELECOPIER (OR TRANSMIT BY
ELECTRONIC COMMUNICATION, IF ARRANGEMENTS FOR DOING SO HAVE BEEN APPROVED BY THE
ISSUING BANK), A CAYMAN 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