TO THE ADMINISTRATIVE AGENT, AT THE
GREATER OF THE FEDERAL FUNDS EFFECTIVE RATE AND A RATE DETERMINED BY THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK
COMPENSATION.
(E)
IF ANY LENDER SHALL FAIL TO MAKE ANY PAYMENT REQUIRED TO BE MADE
BY IT PURSUANT TO SECTION 2.05, 2.13(D) OR 2.14 HEREOF, THEN THE ADMINISTRATIVE
AGENT MAY, IN ITS DISCRETION (NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF),
APPLY ANY AMOUNTS THEREAFTER RECEIVED BY THE ADMINISTRATIVE AGENT FOR ACCOUNT OF
SUCH LENDER TO SATISFY SUCH LENDER'S OBLIGATIONS UNDER SUCH SECTIONS UNTIL ALL
SUCH UNSATISFIED OBLIGATIONS ARE FULLY PAID.
SECTION 2.14
LETTERS OF CREDIT.
(A)
BORROWER MAY REQUEST THE L/C ISSUER TO ISSUE LETTERS OF CREDIT
DURING THE PERIOD FROM THE EFFECTIVE DATE TO THE THIRTIETH BUSINESS DAY PRIOR TO
THE TRANCHE A MATURITY DATE, PROVIDED THAT IMMEDIATELY AFTER THE ISSUANCE OF
EACH LETTER OF CREDIT (I) THE LETTER OF CREDIT EXPOSURE OF ALL TRANCHE A LENDERS
WOULD NOT EXCEED THE LETTER OF CREDIT SUBLIMIT, (II) THE AGGREGATE TRANCHE A
CREDIT EXPOSURE OF ALL TRANCHE A LENDERS WOULD NOT EXCEED THE AGGREGATE TRANCHE
A COMMITMENTS OF ALL TRANCHE A LENDERS AND (III) THE AGGREGATE REVOLVING CREDIT
EXPOSURE OF ALL LENDERS WOULD NOT EXCEED THE AGGREGATE COMMITMENTS OF ALL
LENDERS.
TO REQUEST THE ISSUANCE OF A LETTER OF CREDIT, BORROWER SHALL NOTIFY
THE ADMINISTRATIVE AGENT AND THE L/C ISSUER BY THE DELIVERY OF A CREDIT REQUEST
IN THE FORM OF EXHIBIT G, WHICH SHALL BE SENT BY FACSIMILE AND SHALL BE
IRREVOCABLE (CONFIRMED PROMPTLY, AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS, BY
THE DELIVERY TO THE ADMINISTRATIVE AGENT OF A CREDIT REQUEST MANUALLY SIGNED BY
BORROWER), AT LEAST THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ISSUANCE,
SPECIFYING (X) IN THE CASE OF A STANDBY LETTER OF CREDIT, (A) TO THE EXTENT NOT
PREVIOUSLY DELIVERED TO THE ADMINISTRATIVE AGENT, COPIES OF ALL AGREEMENTS
BETWEEN BORROWER AND THE BENEFICIARY OF SUCH STANDBY LETTER OF CREDIT PERTAINING
TO THE ISSUANCE OF SUCH STANDBY LETTER OF CREDIT AND (B) A COPY OF THE FORM OF A
STANDBY LETTER OF CREDIT WHICH IS ATTACHED HERETO AS EXHIBIT D, AND (Y) IN THE
CASE OF A DOCUMENTARY LETTER OF CREDIT, A COPY OF THE FORM OF THE APPLICATION
FOR A DOCUMENTARY LETTER OF CREDIT WHICH IS ATTACHED HERETO AS EXHIBIT E AND
WHICH MAY BE AMENDED BY THE L/C ISSUER FROM TIME TO TIME, AND IN THE CASE OF
EACH LETTER OF CREDIT, TO THE EXTENT NOT INCLUDED IN THE FOREGOING:
(I) THE
BENEFICIARY OF SUCH LETTER OF CREDIT, (II) BORROWER'S PROPOSAL AS TO THE
CONDITIONS UNDER WHICH A DRAWING MAY BE MADE UNDER SUCH LETTER OF CREDIT AND THE
DOCUMENTATION TO BE REQUIRED IN RESPECT THEREOF, (III) THE MAXIMUM AMOUNT TO BE
AVAILABLE UNDER SUCH LETTER OF CREDIT, (IV) THE CURRENCY SUCH LETTER OF CREDIT
SHALL BE DENOMINATED IN (WHICH SHALL BE DOLLARS OR AN ALTERNATIVE CURRENCY THEN
MADE AVAILABLE BY THE ADMINISTRATIVE AGENT AND THE L/C ISSUER) AND (V) THE
REQUESTED DATES OF ISSUANCE