UNREIMBURSED SWINGLINE OUTSTANDINGS SHALL NEITHER RELIEVE ANY
OTHER LENDER OF ITS OBLIGATION HEREUNDER TO ADVANCE SUCH BORROWING IN THE AMOUNT
OF SUCH OTHER LENDER'S PROPORTIONATE SYNDICATION INTEREST OF SUCH AMOUNT, NOR
RELIEVE THE LENDER WHICH HAS FAILED TO FUND OF ITS OBLIGATIONS TO BORROWER
HEREUNDER.
THE BORROWER AGREES TO ACCEPT THE BORROWINGS FOR PAYMENT OF
SWINGLINE OUTSTANDINGS AS PROVIDED HEREINABOVE, WHETHER OR NOT SUCH BORROWINGS
COULD HAVE BEEN MADE PURSUANT TO THE TERMS OF ARTICLE III B, OR ANY OTHER
SECTION OF THIS CREDIT AGREEMENT.
SECTION 2.09.
ISSUANCE OF LETTERS OF CREDIT.
(A)
ANY AUTHORIZED OFFICER OF BORROWER MAY FROM TIME TO TIME REQUEST THAT
A STANDBY LETTER OF CREDIT OR COMMERCIAL LETTER OF CREDIT BE ISSUED BY
DELIVERING TO L/C ISSUER (WITH A COPY TO THE AGENT BANK) ON A BANKING BUSINESS
DAY, AT
51
LEAST FIVE (5) BANKING BUSINESS DAYS PRIOR TO THE DATE OF SUCH PROPOSED
ISSUANCE, AN L/C AGREEMENT IN L/C ISSUER'S THEN STANDARD FORM (CONSISTENT WITH
THE TERMS OF THE CREDIT AGREEMENT), COMPLETED TO THE SATISFACTION OF L/C ISSUER
AND SUCH OTHER CERTIFICATES AS THE L/C ISSUER MAY REASONABLY REQUEST; PROVIDED,
HOWEVER, THAT NO LETTER OF CREDIT SHALL BE ISSUED (I) IF ANY DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND REMAINS CONTINUING, OR (II) IF AFTER GIVING EFFECT TO
THE ISSUANCE THEREOF, THE AGGREGATE STATED AMOUNT OF OUTSTANDING LETTERS OF
CREDIT WOULD EXCEED TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00),
OR (III) THE STATED AMOUNT OF THE REQUESTED LETTER OF CREDIT EXCEEDS THE MAXIMUM
AVAILABILITY.
PROVIDED, HOWEVER, L/C ISSUER SHALL BE UNDER NO OBLIGATION TO
ISSUE ANY LETTER OF CREDIT IF ANY LENDER IS AT SUCH TIME A DETERIORATING LENDER,
UNLESS THE AGENT BANK HAS RECEIVED PARTICIPANT CASH COLLATERALIZATION OR SIMILAR
SECURITY SATISFACTORY TO THE L/C ISSUER (IN ITS SOLE DISCRETION) FROM SUCH
DETERIORATING LENDER IN RESPECT OF SUCH DETERIORATING LENDER'S OBLIGATION TO
FUND UNDER SECTION 2.09(C) OR (D) OR HAS RECEIVED FROM BORROWER CASH TO BE
DEPOSITED IN THE CASH COLLATERAL ACCOUNT IN THE AMOUNT OF SUCH DETERIORATING
LENDER'S OBLIGATION TO FUND UNDER SECTION 2.09(C) OR (D).
SUCH DETERIORATING
LENDER HEREBY GRANTS TO THE AGENT BANK, FOR THE BENEFIT OF THE L/C ISSUER, A
SECURITY INTEREST IN ALL SUCH PARTICIPANT CASH COLLATERALIZATION AND ALL
PROCEEDS OF THE FOREGOING. PARTICIPANT CASH COLLATERALIZATION SHALL BE
MAINTAINED IN BLOCKED, DEPOSIT ACCOUNTS AT AGENT BANK AND MAY BE INVESTED IN
CASH EQUIVALENTS REASONABLY ACCEPTABLE TO THE AGENT BANK. IF AT ANY TIME THE
AGENT BANK DETERMINES THAT ANY FUNDS HELD AS PARTICIPANT CASH COLLATERALIZATION
ARE SUBJECT TO ANY RIGHT OR CLAIM OF ANY PERSON OTHER THAN THE AGENT BANK OR
THAT THE TOTAL AMOUNT OF SUCH FUNDS IS LESS THAN THE AGGREGATE L/C EXPOSURE IN
RESPECT OF SUCH DETERIORATING LENDER, THE BORROWER WILL, PROMPTLY UPON DEMAND BY
THE AGENT BANK, PAY TO THE AGENT BANK, AS ADDITIONAL FUNDS TO BE DEPOSITED INTO
THE CASH COLLATERAL ACCOUNT, AN AMOUNT EQUAL TO THE EXCESS OF (X) SUCH AGGREGATE
L/C EXPOSURE OVER (Y) THE TOTAL AMOUNT OF FUNDS, IF ANY,