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 2.05.
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 US DOLLARS 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 REVOLVING 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.
(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
31
(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 OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (WHICH SHALL BE
A 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 ISSUING BANK, THE BORROWER ALSO SHALL SUBMIT A
LETTER OF CREDIT APPLICATION ON THE ISSUING BANK'S STANDARD FORM IN CONNECTION
WITH ANY REQUEST FOR A LETTER OF CREDIT.
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 BORROWER SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT, RENEWAL OR
EXTENSION, (I) THE AGGREGATE REVOLVING EXPOSURES SHALL NOT EXCEED THE AGGREGATE
REVOLVING COMMITMENTS AND (II) THE AGGREGATE LC EXPOSURE SHALL NOT EXCEED
$5,000,000.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR TO THE
CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE THAT IS ONE YEAR AFTER THE DATE
OF THE ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR
EXTENSION THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION) AND (II) THE DATE
THAT IS FIVE BUSINESS DAYS PRIOR TO THE REVOLVING MATURITY DATE;