SHALL BE RECORDED THE DATE AND
AMOUNT OF EACH ADVANCE MADE BY AGENT OR ANY LENDER AND THE DATE AND AMOUNT OF
EACH PAYMENT IN RESPECT THEREOF; PROVIDED, HOWEVER, THE FAILURE BY AGENT TO
RECORD THE DATE AND AMOUNT OF ANY ADVANCE SHALL NOT ADVERSELY AFFECT AGENT OR
ANY LENDER.
EACH MONTH, AGENT SHALL SEND TO BORROWING AGENT A STATEMENT SHOWING
THE ACCOUNTING FOR THE ADVANCES MADE, PAYMENTS MADE OR CREDITED IN RESPECT
THEREOF, AND OTHER TRANSACTIONS BETWEEN AGENT AND BORROWERS DURING SUCH MONTH.
THE MONTHLY STATEMENTS SHALL BE DEEMED CORRECT AND BINDING UPON BORROWERS IN THE
ABSENCE OF MANIFEST ERROR AND SHALL CONSTITUTE AN ACCOUNT STATED BETWEEN LENDERS
AND BORROWERS UNLESS AGENT RECEIVES A WRITTEN STATEMENT OF BORROWERS' SPECIFIC
EXCEPTIONS THERETO WITHIN THIRTY (30) DAYS AFTER SUCH STATEMENT IS RECEIVED BY
BORROWING AGENT.
THE RECORDS OF AGENT WITH RESPECT TO THE LOAN ACCOUNT SHALL BE
CONCLUSIVE EVIDENCE ABSENT MANIFEST ERROR OF THE AMOUNTS OF ADVANCES AND OTHER
CHARGES THERETO AND OF PAYMENTS APPLICABLE THERETO.
2.9.
LETTERS OF CREDIT.
SUBJECT TO THE TERMS AND
CONDITIONS HEREOF, AGENT SHALL ISSUE OR CAUSE THE ISSUANCE OF STANDBY AND/OR
TRADE LETTERS OF CREDIT ("LETTERS OF CREDIT") FOR THE ACCOUNT OF ANY BORROWER TO
THE EXTENT THAT THE ISSUANCE THEREOF WOULD THEN CAUSE THE SUM OF (I) THE
OUTSTANDING REVOLVING ADVANCES PLUS (II) THE MAXIMUM UNDRAWN AMOUNT OF ALL
OUTSTANDING LETTERS OF CREDIT TO EXCEED THE LESSER OF (X) THE MAXIMUM REVOLVING
ADVANCE AMOUNT LESS THE AVAILABILITY BLOCK OR (Y) THE FORMULA AMOUNT.
THE
MAXIMUM UNDRAWN AMOUNT OF OUTSTANDING LETTERS OF CREDIT SHALL NOT EXCEED IN THE
AGGREGATE AT ANY TIME THE LETTER OF CREDIT SUBLIMIT.
ALL DISBURSEMENTS OR
PAYMENTS RELATED TO LETTERS OF CREDIT SHALL BE DEEMED TO BE DOMESTIC RATE LOANS
CONSISTING OF REVOLVING ADVANCES AND SHALL BEAR INTEREST AT THE REVOLVING
INTEREST RATE FOR DOMESTIC RATE LOANS; LETTERS OF CREDIT THAT HAVE NOT BEEN
DRAWN UPON SHALL NOT BEAR INTEREST.
2.10.
ISSUANCE OF LETTERS OF CREDIT.
(A)
BORROWING AGENT, ON BEHALF OF BORROWERS,
MAY REQUEST AGENT TO ISSUE OR CAUSE THE ISSUANCE OF A LETTER OF CREDIT BY
DELIVERING TO AGENT AT THE PAYMENT OFFICE, PRIOR TO 10:00 A.M. (NEW YORK TIME),
AT LEAST FIVE (5)
BUSINESS DAYS' PRIOR TO THE PROPOSED DATE OF ISSUANCE,
AGENT'S FORM OF LETTER OF CREDIT APPLICATION (THE "LETTER OF CREDIT
APPLICATION") COMPLETED TO THE SATISFACTION OF AGENT; AND, SUCH OTHER
CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND INFORMATION AS AGENT MAY REASONABLY
REQUEST.
BORROWING AGENT, ON BEHALF OF BORROWERS,
31
ALSO HAS THE RIGHT TO GIVE INSTRUCTIONS AND MAKE AGREEMENTS WITH RESPECT TO ANY
APPLICATION, ANY APPLICABLE LETTER OF CREDIT AND SECURITY AGREEMENT, ANY
APPLICABLE LETTER OF CREDIT REIMBURSEMENT AGREEMENT AND/OR ANY OTHER APPLICABLE
AGREEMENT, ANY LETTER OF CREDIT AND THE DISPOSITION OF DOCUMENTS, DISPOSITION OF
ANY UNUTILIZED FUNDS, AND TO AGREE WITH AGENT UPON ANY AMENDMENT, EXTENSION OR
RENEWAL OF ANY LETTER OF CREDIT.
(B)
EACH LETTER OF CREDIT SHALL, AMONG OTHER
THINGS, (I) PROVIDE FOR THE PAYMENT OF SIGHT DRAFTS, OTHER WRITTEN DEMANDS