IN WHICH
REVOLVING LENDERS WILL PARTICIPATE.
PROMPTLY UPON RECEIPT OF SUCH NOTICE, THE
ADMINISTRATIVE AGENT WILL GIVE NOTICE THEREOF TO EACH REVOLVING LENDER,
SPECIFYING IN SUCH NOTICE SUCH LENDER'S PRO RATA PERCENTAGE OF SUCH SWINGLINE
LOAN OR LOANS.
EACH REVOLVING LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY
AGREES, UPON RECEIPT OF NOTICE AS PROVIDED ABOVE, TO PAY TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE SWINGLINE LENDER, SUCH LENDER'S PRO RATA
PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH REVOLVING LENDER ACKNOWLEDGES
AND AGREES THAT ITS OBLIGATION TO ACQUIRE PARTICIPATIONS IN SWINGLINE LOANS
PURSUANT TO THIS PARAGRAPH IS ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE
AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER, INCLUDING THE OCCURRENCE AND
CONTINUANCE OF A DEFAULT OR REDUCTION OR TERMINATION OF THE COMMITMENTS, AND
THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING
OR REDUCTION WHATSOEVER (PROVIDED THAT SUCH PAYMENT SHALL NOT CAUSE SUCH
LENDER'S REVOLVING EXPOSURE TO EXCEED SUCH LENDER'S REVOLVING COMMITMENT).
EACH
REVOLVING LENDER SHALL COMPLY WITH ITS OBLIGATION UNDER THIS PARAGRAPH BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, IN THE SAME MANNER AS PROVIDED IN
SECTION 2.02(F) WITH RESPECT TO LOANS MADE BY SUCH LENDER (AND SECTION 2.02
SHALL APPLY, MUTATIS MUTANDIS, TO THE PAYMENT OBLIGATIONS OF THE REVOLVING
LENDERS), AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO THE SWINGLINE
LENDER THE AMOUNTS SO RECEIVED BY IT FROM THE REVOLVING LENDERS.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY BORROWERS OF ANY PARTICIPATIONS IN ANY
SWINGLINE LOAN ACQUIRED PURSUANT TO THIS PARAGRAPH, AND THEREAFTER PAYMENTS IN
RESPECT OF SUCH SWINGLINE LOAN SHALL BE MADE TO THE ADMINISTRATIVE AGENT AND NOT
TO THE SWINGLINE LENDER.
ANY AMOUNTS RECEIVED BY THE SWINGLINE LENDER FROM
BORROWERS (OR OTHER PARTY ON BEHALF OF A BORROWER) IN RESPECT OF A SWINGLINE
LOAN AFTER RECEIPT BY THE SWINGLINE LENDER OF THE PROCEEDS OF A SALE OF
PARTICIPATIONS THEREIN SHALL BE PROMPTLY REMITTED TO
51
THE ADMINISTRATIVE AGENT; ANY SUCH AMOUNTS RECEIVED BY THE ADMINISTRATIVE AGENT
SHALL BE PROMPTLY REMITTED BY THE ADMINISTRATIVE AGENT TO THE REVOLVING LENDERS
THAT SHALL HAVE MADE THEIR PAYMENTS PURSUANT TO THIS PARAGRAPH AND TO THE
SWINGLINE LENDER, AS THEIR INTERESTS MAY APPEAR.
THE PURCHASE OF PARTICIPATIONS
IN A SWINGLINE LOAN PURSUANT TO THIS PARAGRAPH SHALL NOT RELIEVE BORROWERS OF
ANY DEFAULT IN THE PAYMENT THEREOF.
SECTION 2.18
LETTERS OF CREDIT.
(A)
GENERAL.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN,
BORROWERS MAY REQUEST THE ISSUANCE OF LETTERS OF CREDIT FOR BORROWERS' ACCOUNT
OR THE ACCOUNT OF A SUBSIDIARY 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 (PROVIDED THAT THE APPLICABLE BORROWER
SHALL BE A CO-APPLICANT WITH RESPECT TO EACH LETTER OF CREDIT ISSUED FOR THE
ACCOUNT OF OR IN FAVOR OF A SUBSIDIARY).
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
BORROWERS TO,