OF CREDIT, 180 DAYS FROM ITS DATE OF ISSUANCE OR
(2) THE 30TH DAY BEFORE THE DATE SET FORTH IN CLAUSE (B) OF THE DEFINITION OF
THE TERM "REVOLVER EXPIRATION DATE," OR SUCH LATER DATE AS AGREED TO BY BOTH
ADMINISTRATIVE AGENT AND THE ISSUING LENDER, IN THEIR SOLE DISCRETION.
(IV)
REQUEST FOR LETTERS OF CREDIT.
BORROWER MUST GIVE ADMINISTRATIVE
AGENT AT LEAST THREE (3) BUSINESS DAYS' PRIOR WRITTEN NOTICE, WHICH NOTICE WILL
BE IRREVOCABLE, SPECIFYING THE DATE A LETTER OF CREDIT IS REQUESTED TO BE ISSUED
AND THE AMOUNT AND THE CURRENCY IN WHICH SUCH LETTER OF CREDIT IS PAYABLE,
IDENTIFYING THE BENEFICIARY, STATING WHETHER THE LETTER OF CREDIT WILL BE A
STANDBY OR TRADE LETTER OF CREDIT, AND DESCRIBING THE NATURE OF THE TRANSACTIONS
PROPOSED TO BE SUPPORTED THEREBY.
ANY NOTICE REQUESTING THE ISSUANCE OF A
LETTER OF CREDIT SHALL BE ACCOMPANIED BY THE FORM OF THE LETTER OF CREDIT TO BE
PROVIDED BY AN ISSUING LENDER.
BORROWER MUST ALSO COMPLETE ANY APPLICATION
PROCEDURES AND DOCUMENTS REQUIRED BY AN ISSUING LENDER IN CONNECTION WITH THE
ISSUANCE OF ANY LETTER OF CREDIT, INCLUDING A CERTIFICATE REGARDING BORROWER'S
COMPLIANCE WITH THE PROVISIONS OF SUBSECTION 7.3 OF THIS AGREEMENT.
(V)
BORROWER OBLIGATIONS ABSOLUTE.
THE OBLIGATIONS OF BORROWER UNDER
THIS SUBSECTION 1.1(F) ARE IRREVOCABLE, WILL REMAIN IN FULL FORCE AND EFFECT
UNTIL THE ISSUING LENDER AND LENDERS HAVE NO FURTHER OBLIGATIONS TO MAKE ANY
PAYMENTS OR DISBURSEMENTS UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY LETTER OF
CREDIT, SHALL BE ABSOLUTE AND UNCONDITIONAL, SHALL NOT BE SUBJECT TO
COUNTERCLAIM, SETOFF OR OTHER DEFENSE OR ANY OTHER QUALIFICATION OR EXCEPTION
WHATSOEVER AND SHALL BE PAID IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT UNDER ALL CIRCUMSTANCES, INCLUDING, ANY OF THE FOLLOWING
CIRCUMSTANCES:
(1)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, ANY OF
THE OTHER LOAN DOCUMENTS OR ANY DOCUMENTS OR INSTRUMENTS RELATING TO ANY LETTER
OF CREDIT;
(2)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY
OTHER TERM OF, ALL OR ANY OF THE OBLIGATIONS IN RESPECT OF ANY LETTER OF CREDIT
OR ANY OTHER AMENDMENT, MODIFICATION OR WAIVER OF OR ANY
5
CONSENT TO OR DEPARTURE FROM ANY LETTER OF CREDIT, ANY DOCUMENTS OR INSTRUMENTS
RELATING THERETO, OR ANY LOAN DOCUMENT IN EACH CASE WHETHER OR NOT ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES HAS NOTICE OR KNOWLEDGE THEREOF;
(3)
THE EXISTENCE OF ANY CLAIM, SETOFF, DEFENSE OR OTHER RIGHT THAT
ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES MAY HAVE AT ANY TIME AGAINST A
BENEFICIARY NAMED IN A LETTER OF CREDIT, ANY TRANSFEREE OF ANY LETTER OF CREDIT
(OR ANY PERSON FOR WHOM ANY SUCH TRANSFEREE MAY BE ACTING), ADMINISTRATIVE
AGENT, ANY ISSUING LENDER, ANY LENDER, OR ANY OTHER PERSON, WHETHER IN
CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, ANY LETTER OF CREDIT,
THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER RELATED OR UNRELATED
TRANSACTION OR TRANSACTIONS (INCLUDING ANY UNDERLYING TRANSACTION BETWEEN ANY
LOAN PARTY OR ANY OF ITS