(A) OR (B) OF THIS SECTION SHALL BE, ABSENT DEMONSTRABLE
ERROR, PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE OBLIGATIONS
RECORDED THEREIN, PROVIDED THAT THE FAILURE OF ANY LENDER OR THE ADMINISTRATIVE
AGENT TO MAINTAIN SUCH ACCOUNTS OR ANY ERROR THEREIN SHALL NOT IN ANY MANNER
AFFECT THE OBLIGATION OF THE BORROWER TO REPAY THE LOANS IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
(D)
ANY LENDER MAY REQUEST THAT THE LOANS MADE
BY IT BE EVIDENCED BY A NOTE.
IN SUCH EVENT, THE BORROWER SHALL PREPARE,
EXECUTE AND DELIVER TO SUCH LENDER, A NOTE PAYABLE TO SUCH LENDER.
IN ADDITION,
IF REQUESTED BY A LENDER, ITS NOTE MAY BE MADE PAYABLE TO SUCH LENDER AND ITS
REGISTERED ASSIGNS IN WHICH CASE ALL LOANS EVIDENCED BY SUCH NOTE AND INTEREST
THEREON SHALL AT ALL TIMES (INCLUDING AFTER ASSIGNMENT PURSUANT TO SECTION 10.4)
BE REPRESENTED BY ONE OR MORE NOTES IN LIKE FORM PAYABLE TO THE PAYEE NAMED
THEREIN AND ITS REGISTERED ASSIGNS.
SECTION 2.9.
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 DOLLARS FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OF ANY
SUBSIDIARY), IN A FORM REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE
ISSUING BANK REQUESTED TO ISSUE SUCH LETTER OF CREDIT, AT ANY TIME AND FROM TIME
TO TIME DURING THE PERIOD FROM THE CLOSING DATE TO THE THIRD DAY PRIOR TO THE
REVOLVING MATURITY DATE.
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, AN ISSUING BANK RELATING TO ANY LETTER OF
CREDIT, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL.
UPON
SATISFACTION OF THE CONDITIONS IN SECTION 5 ON THE CLOSING DATE, IN EACH CASE
AUTOMATICALLY AND WITHOUT FURTHER ACTION ON THE PART OF ANY PERSON, (I) EACH
EXISTING LETTER OF CREDIT WILL BE DEEMED TO BE A LETTER OF CREDIT ISSUED
HEREUNDER FOR ALL PURPOSES OF THE LOAN DOCUMENTS AND (II) EACH LENDER THAT HAS
ISSUED AN EXISTING LETTER OF CREDIT SHALL BE DEEMED TO HAVE GRANTED TO EACH
OTHER LENDER WITH A REVOLVING COMMITMENT, AND EACH OTHER SUCH LENDER SHALL BE
DEEMED TO HAVE ACQUIRED FROM SUCH ISSUER, A PARTICIPATION IN EACH EXISTING
LETTER OF CREDIT EQUAL TO SUCH OTHER LENDER'S APPLICABLE PERCENTAGE OF (A) THE
AGGREGATE AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH EXISTING LETTER OF CREDIT AND
(B) THE AGGREGATE AMOUNT OF ANY REIMBURSEMENT OBLIGATION IN RESPECT OF ANY LC
DISBURSEMENT IN RESPECT THEREOF.
WITH RESPECT TO EACH EXISTING LETTER OF CREDIT
(X) IF, PRIOR TO THE CLOSING DATE, THE RELEVANT ISSUER SOLD A PARTICIPATION
THEREIN TO A LENDER WITH A REVOLVING COMMITMENT, SUCH ISSUER AND LENDER AGREE
THAT SUCH PARTICIPATION SHALL BE AUTOMATICALLY CANCELED UPON CONSUMMATION OF THE
CLOSING DATE, AND (Y) IF, PRIOR TO THE