REQUEST THEREFOR IN FORM REASONABLY ACCEPTABLE TO AGENT
AND, UPON DEMAND, COPIES OF ALL INVOICES, DELIVERY RECEIPTS AND RELATED
DOCUMENTS RELATING TO THAT REQUEST THAT AGENT MIGHT REQUIRE.
PROVIDED THAT THE
REQUEST FOR AN AIR RELEASE/STEAMSHIP GUARANTY IS RECEIVED PRIOR TO 10:30 A.M. ON
A BUSINESS DAY AND APPROVED BY AGENT, AGENT SHALL ISSUE, OR CAUSE TO BE ISSUED,
AN AIR RELEASE/STEAMSHIP GUARANTEE ON THE SAME BUSINESS DAY.
(F)
TO THE EXTENT EACH AIR RELEASE/STEAMSHIP GUARANTEE HAS NOT BEEN
TERMINATED OR BEEN RETURNED TO AGENT ON THE DAY PRECEDING THE EXPIRATION OF THE
TERM, BORROWER SHALL PROVIDE CASH COLLATERAL EQUAL TO NOT LESS THAN ONE HUNDRED
FIVE PERCENT (105%) OF THE FACE AMOUNT THEREOF PLUS ANY VARIANCES ALLOWED
THEREUNDER TO BE HELD BY AGENT PURSUANT TO A CASH COLLATERAL AGREEMENT IN FORM
AND SUBSTANCE SATISFACTORY TO AGENT.
(G)
SCHEDULE 2.10(G) HERETO CONTAINS A DESCRIPTION OF EACH LETTER OF
CREDIT AND AIR RELEASE/STEAMSHIP GUARANTEE ISSUED BY HSBC FOR THE ACCOUNT OF
BORROWER, AND OUTSTANDING AS OF THE DATE HEREOF (AND SETTING FORTH, WITH RESPECT
TO EACH SUCH LETTER OF CREDIT AND AIR RELEASE/STEAMSHIP GUARANTY (IF
APPLICABLE), (I) THE NAME OF THE ISSUING LENDER, (II) THE LETTER OF CREDIT
NUMBER, (III) THE NAME(S) OF THE ACCOUNT PARTY OR ACCOUNT PARTIES, (IV) THE
STATED AMOUNT, (V) THE NAME OF THE BENEFICIARY, (VI) THE EXPIRY DATE, AND
(VII) WHETHER SUCH LETTER OF CREDIT
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CONSTITUTES A STANDBY LETTER OF CREDIT OR A DOCUMENTARY LETTER OF CREDIT).
EACH
SUCH LETTER OR CREDIT AND/OR AIR RELEASE/STEAMSHIP GUARANTEE, INCLUDING ANY
EXTENSION OR RENEWAL THEREOF (EACH, AN "EXISTING LETTER OF CREDIT", OR AN
"EXISTING AIR RELEASE/STEAMSHIP GUARANTEE", AS THE CASE MAY BE), (X) IN THE CASE
OF EACH EXISTING LETTER OF CREDIT SHALL BE DEEMED A "LETTER OF CREDIT" FOR ALL
PURPOSES UNDER THIS AGREEMENT, AND (Y) IN THE CASE OF EACH EXISTING AIR
RELEASE/STEAMSHIP GUARANTEE SHALL BE DEEMED AN "AIR RELEASE/STEAMSHIP GUARANTEE"
FOR ALL PURPOSES UNDER THIS AGREEMENT, IN EACH CASE AS IF ORIGINALLY ISSUED
HEREUNDER FOR THE ACCOUNT OF BORROWER.
2.11.
Requirements For Issuance of Letters of Credit and Air
Releases/Steamship Guarantees.
(A)
IN CONNECTION WITH THE ISSUANCE OF ANY LETTER OF CREDIT OR AIR
RELEASE/STEAMSHIP GUARANTEE, BORROWER SHALL INDEMNIFY, SAVE AND HOLD AGENT, EACH
LENDER AND EACH ISSUER HARMLESS FROM ANY LOSS, COST, EXPENSE OR LIABILITY,
INCLUDING, WITHOUT LIMITATION, PAYMENTS MADE BY AGENT, ANY LENDER OR ANY ISSUER
AND EXPENSES AND REASONABLE ATTORNEYS' FEES INCURRED BY AGENT, ANY LENDER OR ANY
ISSUER ARISING OUT OF, OR IN CONNECTION WITH, ANY LETTER OF CREDIT OR AIR
RELEASE/STEAMSHIP GUARANTEE TO BE ISSUED.
BORROWER SHALL BE BOUND BY AGENT'S OR
ISSUER'S REGULATIONS AND GOOD FAITH INTERPRETATIONS OF ANY LETTER OF CREDIT OR
AIR RELEASE/STEAMSHIP GUARANTEE ISSUED, ALTHOUGH THIS INTERPRETATION MAY BE
DIFFERENT FROM ITS OWN; AND NEITHER AGENT, NOR ANY LENDER, NOR ANY ISSUER NOR
ANY OF THEIR CORRESPONDENTS SHALL BE LIABLE FOR ANY ERROR, NEGLIGENCE, OR
MISTAKES, WHETHER OF OMISSION OR COMMISSION, IN FOLLOWING BORROWER'S
INSTRUCTIONS OR THOSE CONTAINED IN ANY LETTER OF CREDIT, AIR RELEASE/STEAMSHIP