AND TRI-PARTY AGREEMENTS
GENERALLY.
THE TERMS OF ALL LETTERS OF CREDIT AND TRI-PARTY AGREEMENTS, AND ALL
DOCUMENTS ANCILLARY THERETO, SHALL BE SUBJECT TO AGENT'S PRIOR APPROVAL.
AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE ANY BORROWER
DESIRES AGENT TO ISSUE A LETTER OF CREDIT, SUCH BORROWER SHALL DELIVER TO AGENT
A COMPLETED AND EXECUTED APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY
LETTER OF CREDIT (EACH A "LETTER OF CREDIT APPLICATION") IN THE FORM ATTACHED
HERETO AS EXHIBIT .
NO LETTER OF CREDIT SHALL BE ISSUED OR TRI-PARTY AGREEMENT EXECUTED
OR MAINTAINED FOR A TERM THAT EXTENDS BEYOND THE MATURITY DATE (AS THE SAME MAY
BE POSTPONED PURSUANT TO THE TERMS OF THIS AGREEMENT), EXCEPT IF (A) ALL LENDERS
SO AGREE IN THEIR SOLE DISCRETION AND (B) AT THE MATURITY DATE, BORROWERS SHALL
DELIVER TO AGENT GOOD FUNDS EQUAL TO 105% OF ISSUER'S MAXIMUM LIABILITY UNDER
ALL OUTSTANDING LETTERS OF CREDIT AND TRI-PARTY AGREEMENTS WITH AN EXPIRATION
DATE AFTER THE MATURITY DATE, TO BE HELD AS CASH COLLATERAL FOR BORROWERS'
REIMBURSEMENT OBLIGATIONS AND OTHER INDEBTEDNESS, OR (C) AT THE MATURITY DATE,
WITH RESPECT TO ANY SUCH LETTER OF CREDIT OR TRI-PARTY AGREEMENT, BORROWERS
DELIVER A BACK-TO-BACK LETTER OF CREDIT ISSUED BY AN APPROVED BANK WITH A FACE
AMOUNT OF 105% OF THE ISSUER'S MAXIMUM LIABILITY UNDER ALL OUTSTANDING LETTERS
OF CREDIT AND TRI-PARTY AGREEMENTS WITH AN EXPIRATION DATE AFTER THE MATURITY
DATE.
ANY PAYMENT MADE BY ANY ISSUER PURSUANT TO A LETTER OF CREDIT OR
TRI-PARTY AGREEMENT THAT IS NOT REIMBURSED WITHIN THREE (3) BUSINESS DAYS OF
SUCH PAYMENT DATE SHALL BE DEEMED TO BE A LOAN (OR, AS PROVIDED IN THIS
SECTION A LETTER OF CREDIT ADVANCE)
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THAT WAS REQUESTED BY BORROWERS PURSUANT TO SECTION 2.1.1, NOTWITHSTANDING THAT
BORROWERS DID NOT PROVIDE AGENT WITH A NOTICE OF BORROWING.
IF THE MAKING OF A
LOAN AS THE RESULT OF A DRAWING UNDER A LETTER OF CREDIT OR A DEMAND FOR PAYMENT
UNDER A TRI-PARTY AGREEMENT WOULD CAUSE THE AGGREGATE AMOUNT OF ALL OUTSTANDING
LOANS TO EXCEED THE THEN-CURRENT BORROWING BASE AVAILABILITY, THE AMOUNT OF SUCH
EXCESS SHALL BE DEEMED TO BE A "LETTER OF CREDIT ADVANCE."
2.2
Term of Facility.
2.2.1
LINE OF CREDIT.
THE LINE OF CREDIT SHALL TERMINATE ON THE MATURITY DATE, UNLESS
RENEWED OR EXTENDED BY LENDERS IN WRITING UPON SUCH TERMS AS ARE THEN
SATISFACTORY TO ALL LENDERS.
TERMINATION OF THE LINE OF CREDIT SHALL NOT IN ANY WAY AFFECT OR
DIMINISH THE OBLIGATIONS OF THE BORROWERS TO REPAY ANY OR ALL OF THE LOANS OR TO
OTHERWISE COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT AND ALL OTHER LOAN
DOCUMENTS.
2.2.2
LETTERS OF CREDIT AND TRI-PARTY AGREEMENTS.
THE LETTER OF CREDIT
SUBLIMIT SHALL TERMINATE ON THE MATURITY DATE.
SUCH TERMINATION SHALL END ANY
OBLIGATION OF AGENT AND THE LENDERS UNDER THIS AGREEMENT IN REGARD TO THE
ISSUANCE OF ANY NEW LETTERS OF CREDIT OR EXECUTION OF NEW TRI-PARTY AGREEMENTS,
BUT SUCH TERMINATION SHALL NOT IN