BY THE BORROWER IF SO
REQUESTED BY THE LENDER, BY (I) AN OFFICER OF ANY BORROWER; OR (II) A PERSON
DESIGNATED AS ANY BORROWER'S AGENT BY AN OFFICER OF THE BORROWER IN A WRITING
DELIVERED TO THE LENDER; OR (III) A PERSON WHOM THE LENDER REASONABLY BELIEVES
TO BE AN OFFICER OF ANY BORROWER OR SUCH A DESIGNATED AGENT.
THE BORROWER SHALL
REPAY ALL ADVANCES EVEN IF THE LENDER DOES NOT RECEIVE SUCH CONFIRMATION AND
EVEN IF THE PERSON REQUESTING AN ADVANCE WAS NOT IN FACT AUTHORIZED TO DO SO.
ANY REQUEST FOR AN ADVANCE, WHETHER WRITTEN OR TELEPHONIC, SHALL BE DEEMED TO BE
A REPRESENTATION BY THE BORROWER THAT THE CONDITIONS SET FORTH IN SECTION 4.2
HAVE BEEN SATISFIED AS OF THE TIME OF THE REQUEST.
(B)
DISBURSEMENT.
UPON FULFILLMENT OF THE APPLICABLE CONDITIONS SET
FORTH IN ARTICLE IV, THE LENDER SHALL DISBURSE THE PROCEEDS OF THE REQUESTED
ADVANCE BY CREDITING THE SAME TO THE BORROWER'S DEMAND DEPOSIT ACCOUNT
MAINTAINED WITH THE LENDER UNLESS THE LENDER AND THE BORROWER SHALL AGREE IN
WRITING TO ANOTHER MANNER OF DISBURSEMENT.
SECTION 2.3
LETTERS OF CREDIT.
(A)
THE LENDER AGREES, SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, TO ISSUE, AT ANY TIME AFTER THE FUNDING DATE AND PRIOR TO THE
TERMINATION DATE, ONE OR MORE IRREVOCABLE STANDBY OR DOCUMENTARY LETTERS OF
CREDIT (EACH, A "LETTER OF CREDIT") FOR THE BORROWER'S ACCOUNT.
THE LENDER WILL
NOT ISSUE ANY LETTER OF CREDIT IF THE FACE AMOUNT OF THE LETTER OF CREDIT TO BE
ISSUED WOULD EXCEED AVAILABILITY.
Each Letter of Credit, if any, shall be issued pursuant to a separate L/C
Application made by the Borrower to the Lender, which must be completed in a
manner satisfactory to the Lender.
The terms and conditions set forth in each
such L/C Application shall supplement the terms and conditions of the Standby
Letter of Credit Agreement or the Commercial Letter of Credit Agreement, as
applicable.
(B)
NO LETTER OF CREDIT SHALL BE ISSUED WITH AN EXPIRATION DATE LATER
THAN ONE (1) YEAR FROM THE DATE OF ISSUANCE OR THE MATURITY DATE IN EFFECT AS OF
THE DATE OF ISSUANCE, WHICHEVER IS EARLIER.
(C)
ANY REQUEST FOR ISSUANCE OF A LETTER OF CREDIT SHALL BE DEEMED TO
BE A REPRESENTATION BY THE BORROWER THAT THE CONDITIONS SET FORTH IN SECTION 4.2
HAVE BEEN SATISFIED AS OF THE DATE OF THE REQUEST.
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(D)
IF A DRAFT IS SUBMITTED UNDER A LETTER OF CREDIT WHEN THE BORROWER
IS UNABLE, BECAUSE A DEFAULT PERIOD EXISTS OR FOR ANY OTHER REASON, TO OBTAIN A
REVOLVING ADVANCE TO PAY THE OBLIGATION OF REIMBURSEMENT, THE BORROWER SHALL PAY
TO THE LENDER ON DEMAND AND IN IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT OF THE
OBLIGATION OF REIMBURSEMENT TOGETHER WITH INTEREST, ACCRUED FROM THE DATE OF THE
DRAFT UNTIL PAYMENT IN FULL AT THE DEFAULT RATE.
NOTWITHSTANDING THE BORROWER'S
INABILITY TO OBTAIN A REVOLVING ADVANCE FOR ANY REASON, THE LENDER IS
IRREVOCABLY AUTHORIZED, IN ITS SOLE DISCRETION, TO MAKE A REVOLVING ADVANCE