payable to any Term Loan Lender on any Term Loan reduction date
set forth in this Section 2.2(d) shall be determined in accordance with the
provisions of Section 2.11.
(E)
THE BORROWER SHALL GIVE THE AGENT IRREVOCABLE WRITTEN NOTICE,
SUBSTANTIALLY IN THE FORM OF A BORROWING NOTICE (WHICH NOTICE MUST BE RECEIVED
BY THE AGENT PRIOR TO 9:00 A.M., LOS ANGELES TIME, ONE BUSINESS DAY PRIOR TO THE
CLOSING DATE OR, IF ALL OR ANY PART OF THE TERM LOANS ARE REQUESTED TO BE MADE
AS LIBOR LOANS, THREE EURODOLLAR BUSINESS DAYS PRIOR TO THE CLOSING DATE)
REQUESTING THAT THE TERM LOAN LENDERS MAKE THE TERM LOANS IN ACCORDANCE WITH
THEIR RESPECTIVE TERM LOAN COMMITMENTS ON THE CLOSING DATE.
UPON RECEIPT OF
SUCH NOTICE THE AGENT SHALL PROMPTLY NOTIFY EACH TERM LOAN LENDER THEREOF ON THE
DATE OF RECEIPT OF SUCH NOTICE.
NOT LATER THAN 11:00 A.M., LOS ANGELES TIME, ON
THE CLOSING DATE EACH TERM LOAN LENDER SHALL MAKE AVAILABLE TO THE AGENT THE
AMOUNT OF SUCH TERM LOAN LENDER'S TERM LOAN COMMITMENT IN IMMEDIATELY AVAILABLE
FUNDS BY WIRING SUCH AMOUNT TO SUCH ACCOUNT AS THE AGENT SHALL SPECIFY.
(F)
NEITHER THE AGENT NOR ANY TERM LOAN LENDER SHALL BE RESPONSIBLE
FOR THE OBLIGATIONS OR TERM LOAN COMMITMENT OF ANY OTHER TERM LOAN LENDER
HEREUNDER, NOR WILL THE FAILURE OF ANY TERM LOAN LENDER TO COMPLY WITH THE TERMS
OF THIS AGREEMENT RELIEVE ANY OTHER TERM LOAN LENDER OR THE BORROWER OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND THE TERM NOTES.
2.3
Issuance of Letters of Credit.
(A)
SUBJECT TO THE LIMITATIONS ON LETTERS OF CREDIT SET FORTH IN
SECTION 2.1(A), THE BORROWER SHALL BE ENTITLED TO REQUEST THE ISSUANCE OF
STANDBY AND COMMERCIAL LETTERS OF CREDIT FROM TIME TO TIME FROM AND INCLUDING
THE CLOSING DATE TO BUT EXCLUDING THE DATE THREE BUSINESS DAYS PRIOR TO THE
REVOLVING LOAN COMMITMENT EXPIRATION DATE, BY GIVING THE AGENT A LETTER OF
CREDIT REQUEST AT LEAST THREE BUSINESS DAYS BEFORE THE REQUESTED DATE OF
ISSUANCE OF SUCH LETTER OF CREDIT (WHICH SHALL BE A BUSINESS DAY).
ANY LETTER
OF CREDIT REQUEST RECEIVED BY THE AGENT LATER THAN 12:00 NOON, LOS ANGELES TIME,
SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE NEXT BUSINESS DAY.
EACH LETTER OF
CREDIT REQUEST SHALL BE SIGNED BY A RESPONSIBLE OFFICER, SHALL BE IRREVOCABLE
AND SHALL BE EFFECTIVE UPON RECEIPT BY THE AGENT.
PROVIDED THAT A VALID LETTER
OF CREDIT REQUEST HAS BEEN RECEIVED BY THE AGENT AND UPON FULFILLMENT OF THE
OTHER APPLICABLE
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CONDITIONS SET FORTH IN SECTION 4.2, THE AGENT WILL ISSUE THE REQUESTED LETTER
OF CREDIT FROM ITS OFFICE SPECIFIED IN SECTION 9.2.
EACH LETTER OF CREDIT SHALL
HAVE AN EXPIRATION DATE AS SET FORTH IN THE LETTER OF CREDIT REQUEST, PROVIDED
THAT NO LETTER OF CREDIT SHALL IN ANY EVENT HAVE AN EXPIRATION DATE LATER THAN
THE EARLIER OF (I) ONE YEAR AFTER THE ISSUANCE THEREOF AND (II) TWO BUSINESS
DAYS PRIOR TO THE REVOLVING LOAN COMMITMENT EXPIRATION DATE.
(B)