OR SUCH SHORTER PERIOD AS MAY BE AGREED TO BY THE
ISSUING LENDER IN ANY PARTICULAR INSTANCE, IN ADVANCE OF THE PROPOSED DATE OF
ISSUANCE.
THE ISSUING LENDER, IN ITS REASONABLE DISCRETION, MAY REQUIRE CHANGES
IN THE TEXT OF THE PROPOSED LETTER OF CREDIT OR ANY DOCUMENTS DESCRIBED IN OR
ATTACHED TO THE REQUEST FOR ISSUANCE.
IN FURTHERANCE OF THE PROVISIONS OF
SUBSECTION 10.8, AND NOT IN LIMITATION THEREOF, COMPANY MAY SUBMIT REQUESTS FOR
ISSUANCE BY TELEFACSIMILE AND ADMINISTRATIVE AGENT AND ISSUING LENDERS MAY RELY
AND ACT UPON ANY SUCH REQUEST FOR ISSUANCE WITHOUT RECEIVING AN ORIGINAL SIGNED
COPY THEREOF.
48
Company shall notify the applicable Issuing Lender (and Administrative Agent, if
Administrative Agent is not such Issuing Lender) prior to the issuance of any
Letter of Credit in the event that any of the matters to which Company is
required to certify in the applicable Request for Issuance is no longer true and
correct as of the proposed date of issuance of such Letter of Credit, and upon
the issuance of any Letter of Credit Company shall be deemed to have
re-certified, as of the date of such issuance, as to the matters to which
Company is required to certify in the applicable Request for Issuance.
(II)
DETERMINATION OF ISSUING LENDER.
UPON RECEIPT BY A PROPOSED
ISSUING LENDER OF A REQUEST FOR ISSUANCE PURSUANT TO SUBSECTION 3.1B(I)
REQUESTING THE ISSUANCE OF A LETTER OF CREDIT, (A) IN THE EVENT ADMINISTRATIVE
AGENT IS THE PROPOSED ISSUING LENDER, ADMINISTRATIVE AGENT SHALL BE THE ISSUING
LENDER WITH RESPECT TO SUCH LETTER OF CREDIT AND SHALL ISSUE SUCH LETTER OF
CREDIT, NOTWITHSTANDING THE FACT THAT THE LETTER OF CREDIT USAGE WITH RESPECT TO
SUCH LETTER OF CREDIT AND WITH RESPECT TO ALL OTHER LETTERS OF CREDIT ISSUED BY
ADMINISTRATIVE AGENT, WHEN AGGREGATED WITH ADMINISTRATIVE AGENT'S OUTSTANDING
REVOLVING LOANS AND SWING LINE LOANS, MAY EXCEED THE AMOUNT OF ADMINISTRATIVE
AGENT'S REVOLVING LOAN COMMITMENT THEN IN EFFECT; AND (B) IN THE EVENT ANY OTHER
LENDER IS THE PROPOSED ISSUING LENDER, SUCH LENDER SHALL PROMPTLY NOTIFY COMPANY
AND ADMINISTRATIVE AGENT WHETHER OR NOT, IN ITS SOLE DISCRETION, IT HAS ELECTED
TO ISSUE SUCH LETTER OF CREDIT, AND (1) IF SUCH LENDER SO ELECTS TO ISSUE SUCH
LETTER OF CREDIT IT SHALL BE THE ISSUING LENDER WITH RESPECT THERETO AND (2) IF
SUCH LENDER FAILS TO SO PROMPTLY NOTIFY COMPANY AND ADMINISTRATIVE AGENT OR
DECLINES TO ISSUE SUCH LETTER OF CREDIT, COMPANY MAY REQUEST ADMINISTRATIVE
AGENT OR ANOTHER LENDER TO BE THE ISSUING LENDER WITH RESPECT TO SUCH LETTER OF
CREDIT IN ACCORDANCE WITH THE PROVISIONS OF THIS SUBSECTION 3.1B.
(III)
ISSUANCE OF LETTER OF CREDIT.
UPON SATISFACTION OR WAIVER (IN
ACCORDANCE WITH SUBSECTION 10.6) OF THE CONDITIONS SET FORTH IN SUBSECTION 4.3,
THE ISSUING LENDER SHALL ISSUE THE REQUESTED LETTER OF CREDIT IN ACCORDANCE WITH
THE ISSUING LENDER'S STANDARD OPERATING PROCEDURES.
(IV)
NOTIFICATION TO LENDERS.
UPON THE ISSUANCE OF OR AMENDMENT TO ANY
LETTER OF CREDIT THE APPLICABLE ISSUING LENDER SHALL PROMPTLY NOTIFY
ADMINISTRATIVE AGENT