PAYABLE WITHOUT THE
NECESSITY OF ANY DEMAND, AT THE PAYMENT OFFICE, WHETHER OR NOT A DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED.
2.8.
STATEMENT OF ACCOUNT.
AGENT SHALL MAINTAIN,
IN ACCORDANCE WITH ITS CUSTOMARY PROCEDURES, A LOAN ACCOUNT ("BORROWERS'
ACCOUNT") IN THE NAME OF BORROWERS IN WHICH SHALL BE RECORDED THE DATE AND
AMOUNT OF EACH ADVANCE MADE BY AGENT 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;
PROVIDED, HOWEVER, THAT AGENT WILL NOT BE REQUIRED TO ISSUE OR CAUSE TO BE
ISSUED ANY LETTERS OF CREDIT 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 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; 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 1:00 P.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,
29
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