AGENT SHALL NOTIFY THE BORROWER OF ANY
PARTICIPATIONS IN ANY SWINGLINE LOAN ACQUIRED PURSUANT TO THIS PARAGRAPH, AND
THEREAFTER PAYMENTS IN RESPECT OF SUCH SWINGLINE LOAN SHALL BE MADE TO THE
ADMINISTRATIVE AGENT AND NOT TO THE SWINGLINE LENDER.
ANY AMOUNTS RECEIVED BY
THE SWINGLINE LENDER FROM THE BORROWER (OR OTHER PARTY ON BEHALF OF THE
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 LENDERS THAT
SHALL HAVE MADE THEIR PAYMENTS PURSUANT TO THIS PARAGRAPH AND TO THE SWINGLINE
LENDER, AS THEIR INTERESTS MAY APPEAR; PROVIDED THAT ANY SUCH PAYMENT SO
REMITTED SHALL BE REPAID TO THE SWINGLINE LENDER OR TO THE ADMINISTRATIVE AGENT,
AS APPLICABLE, IF AND TO THE EXTENT SUCH PAYMENT IS REQUIRED TO BE REFUNDED TO
THE BORROWER FOR ANY REASON.
THE PURCHASE OF PARTICIPATIONS IN A SWINGLINE LOAN
PURSUANT TO THIS PARAGRAPH SHALL NOT RELIEVE THE BORROWER OF ANY DEFAULT IN THE
PAYMENT THEREOF.
SECTION 2.06.
LETTERS OF CREDIT.
(A) GENERAL.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE BORROWER MAY REQUEST THE ISSUANCE OF LETTERS OF
CREDIT DENOMINATED IN AGREED CURRENCIES FOR ITS OWN ACCOUNT, IN A FORM
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE ISSUING BANK, AT ANY
TIME AND FROM TIME TO TIME DURING THE 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, THE ISSUING
BANK RELATING TO ANY LETTER OF CREDIT, THE TERMS AND CONDITIONS OF THIS
AGREEMENT SHALL CONTROL; PROVIDED, HOWEVER, IF THE ISSUING BANK IS REQUESTED TO
ISSUE LETTERS OF CREDIT WITH RESPECT TO A JURISDICTION THE ISSUING BANK DEEMS,
IN ITS REASONABLE JUDGMENT, MAY AT ANY TIME SUBJECT IT TO A NEW MONEY CREDIT
EVENT OR A COUNTRY RISK EVENT, THE BORROWER SHALL, AT THE REQUEST OF THE ISSUING
BANK, GUARANTY AND INDEMNIFY THE ISSUING BANK AGAINST ANY AND ALL COSTS,
LIABILITIES AND LOSSES RESULTING FROM SUCH NEW MONEY CREDIT EVENT OR COUNTRY
RISK EVENT, IN EACH CASE IN A FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ISSUING BANK.
(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 ISSUING BANK) TO THE ISSUING BANK 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