TO A DIFFERENT TYPE OF LOAN,
THE CO-BORROWERS SHALL JOINTLY AND SEVERALLY PAY, ON THE DATE OF SUCH
CONVERSION, THE INTEREST ACCRUED TO SUCH DATE ON THE PRINCIPAL AMOUNT BEING
CONVERTED.
(F)
THIS SECTION SHALL NOT APPLY TO SWINGLINE LOANS.
SWINGLINE LOANS
SHALL ACCRUE INTEREST AS BASE RATE LOANS AND THE CO-BORROWERS MAY NOT AT ANY
TIME ELECT TO CHANGE THE TYPE OF INTEREST RATE BORNE BY THE SWINGLINE LOANS.
SECTION 2.17.
LETTERS OF CREDIT.
(A) GENERAL.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, CARLISLE MAY REQUEST THE ISSUANCE OF LETTERS OF
CREDIT FOR THE ACCOUNT OF ONE OR MORE OF THE CO-BORROWERS, IN A FORM REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE APPLICABLE ISSUING BANK, AT ANY
TIME AND FROM TIME TO TIME DURING THE REVOLVING CREDIT PERIOD.
(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), CARLISLE SHALL HAND
DELIVER OR TELECOPY (OR TRANSMIT BY ELECTRONIC COMMUNICATION, IF ARRANGEMENTS
FOR DOING SO HAVE BEEN APPROVED BY THE APPLICABLE ISSUING BANK) TO THE
APPLICABLE 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 OF ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION (WHICH SHALL BE A DOMESTIC BUSINESS DAY), THE
DATE ON WHICH SUCH LETTER OF CREDIT IS TO EXPIRE (WHICH SHALL COMPLY WITH
PARAGRAPH (C) OF THIS SECTION), THE AMOUNT OF SUCH LETTER OF CREDIT, THE NAME
AND ADDRESS OF THE BENEFICIARY THEREOF AND SUCH OTHER INFORMATION AS SHALL BE
NECESSARY TO PREPARE, AMEND, RENEW OR EXTEND SUCH LETTER OF CREDIT.
IF
REQUESTED BY THE APPLICABLE ISSUING BANK IN CONNECTION WITH ANY REQUEST FOR A
LETTER OF CREDIT, THE CO-BORROWERS ALSO SHALL SUBMIT A LETTER OF CREDIT
APPLICATION ON THE APPLICABLE ISSUING BANK'S STANDARD FORM (WITH SUCH CHANGES
THERETO AS MAY BE ACCEPTABLE TO THE APPLICABLE ISSUING BANK AND THE
CO-BORROWERS).
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 CO-BORROWERS TO, OR
ENTERED INTO BY THE CO-BORROWERS WITH, THE APPLICABLE
26
ISSUING BANK RELATING TO ANY LETTER OF CREDIT, THE TERMS AND CONDITIONS OF THIS
AGREEMENT SHALL CONTROL.
A LETTER OF CREDIT SHALL BE ISSUED, AMENDED, RENEWED
OR EXTENDED ONLY IF (AND UPON ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF EACH
LETTER OF CREDIT THE CO-BORROWERS SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION
(I) THE LC EXPOSURE SHALL NOT EXCEED $50,000,000 AND (II) THE TOTAL REVOLVING
EXPOSURES SHALL NOT EXCEED THE TOTAL COMMITMENTS.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE NO LATER THAN
THE DATE THAT IS FIVE DOMESTIC BUSINESS DAYS PRIOR TO