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RESPECT TO "INADVERTENT OVERADVANCES" (I.E. WHERE AN OVERADVANCE RESULTS FROM
CHANGED CIRCUMSTANCES BEYOND THE CONTROL OF THE ADMINISTRATIVE AGENT (SUCH AS A
REDUCTION IN THE COLLATERAL VALUE)) REGARDLESS OF THE AMOUNT OF ANY SUCH
OVERADVANCE(S).
2.03
Letters of Credit.
(A)
THE LETTER OF CREDIT COMMITMENT.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, (A) THE L/C ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE
LENDERS SET FORTH IN THIS SECTION 2.03, (1) FROM TIME TO TIME ON ANY BUSINESS
DAY DURING THE PERIOD FROM THE CLOSING DATE UNTIL THE LETTER OF CREDIT
EXPIRATION DATE, TO ISSUE LETTERS OF CREDIT FOR THE ACCOUNT OF THE BORROWERS,
AND TO AMEND OR EXTEND LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN ACCORDANCE
WITH SECTION 2.03(B) BELOW, AND (2) TO HONOR DRAWINGS UNDER THE LETTERS OF
CREDIT, AND (B) THE LENDERS SEVERALLY AGREE TO PARTICIPATE IN LETTERS OF CREDIT
ISSUED FOR THE ACCOUNT OF THE BORROWERS AND ANY DRAWINGS THEREUNDER; PROVIDED
THAT, AFTER GIVING EFFECT TO ANY L/C CREDIT EXTENSION WITH RESPECT TO ANY LETTER
OF CREDIT, (X) THE TOTAL OUTSTANDINGS SHALL NOT EXCEED THE LOAN CAP, (Y) THE
AGGREGATE OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY LENDER, PLUS SUCH
LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS,
PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL SWING
LINE LOANS SHALL NOT EXCEED SUCH LENDER'S COMMITMENT, AND (Z) THE OUTSTANDING
AMOUNT OF THE L/C OBLIGATIONS SHALL NOT EXCEED THE LETTER OF CREDIT SUBLIMIT.
EACH REQUEST BY THE LEAD BORROWER FOR THE ISSUANCE OR AMENDMENT OF A LETTER OF
CREDIT SHALL BE DEEMED TO BE A REPRESENTATION BY THE BORROWERS THAT THE L/C
CREDIT EXTENSION SO REQUESTED COMPLIES WITH THE CONDITIONS SET FORTH IN THE
PROVISO TO THE PRECEDING SENTENCE.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO
THE TERMS AND CONDITIONS HEREOF, THE BORROWERS' ABILITY TO OBTAIN LETTERS OF
CREDIT SHALL BE FULLY REVOLVING, AND ACCORDINGLY THE BORROWERS MAY, DURING THE
FOREGOING PERIOD, OBTAIN LETTERS OF CREDIT TO REPLACE LETTERS OF CREDIT THAT
HAVE EXPIRED OR THAT HAVE BEEN DRAWN UPON AND REIMBURSED.
(II)
THE L/C ISSUER SHALL NOT ISSUE ANY LETTER
OF CREDIT, IF:
(A)
subject to Section 2.03(b)(iii), the expiry
date of such requested Standby Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required Lenders
have approved such expiry date; or
(B)
subject to Section 2.03(b)(iii), the expiry
date of such requested Commercial Letter of Credit would occur more than 120
days after the date of issuance or last extension, unless the Required Lenders
have approved such expiry date; or
(C)
the expiry date of such requested Letter of
Credit would occur after the Letter of Credit Expiration Date, unless either
(x) such
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Letter of Credit is Cash Collateralized or otherwise secured by back-to-back
letters of credit from an issuing bank reasonably acceptable to the L/C Issuer
and the Administrative Agent and upon terms and conditions reasonably acceptable
to