OR REQUIRE
THE PRESENTATION OF ANY DOCUMENT, INCLUDING ANY DEFAULT CERTIFICATE, NOT
REQUIRED TO BE PRESENTED UNDER THE TERMS AND CONDITIONS OF ANY LETTER OF
CREDIT.
THE L/C ISSUER SHALL HAVE NO DUTY TO SEEK ANY WAIVER OF DISCREPANCIES
FROM THE BORROWER, NOR ANY DUTY TO GRANT ANY WAIVER OF DISCREPANCIES, WHICH THE
BORROWER APPROVES OR REQUESTS.
THE L/C ISSUER SHALL HAVE NO DUTY TO EXTEND THE
EXPIRATION DATE OR TERM OF ANY LETTER OF CREDIT OR TO ISSUE A REPLACEMENT LETTER
OF CREDIT ON OR BEFORE THE EXPIRATION DATE OF THE LETTER OF CREDIT OR THE END OF
SUCH TERM.
(K)
APPLICABILITY OF UCP AND ISP.
THE BORROWER AGREES THAT THE L/C
ISSUER MAY ISSUE LETTERS OF CREDIT SUBJECT TO THE ISP OR UCP, AT THE L/C
ISSUER'S OPTION (SUBJECT TO THE BENEFICIARY'S CONSENT), OR SUCH LATER REVISION
THEREOF IN EFFECT AT THE TIME OF AMENDMENT OF THE LETTER OF CREDIT.
THE UCP OR
THE ISP, AS APPLICABLE, SHALL SERVE, IN THE ABSENCE OF PROOF TO THE CONTRARY, AS
EVIDENCE OF GENERAL BANKING USAGE WITH RESPECT TO THE SUBJECT MATTER THEREOF.
THE
25
BORROWER AGREES THAT FOR MATTERS NOT ADDRESSED BY THE UCP OR THE ISP, THE LETTER
OF CREDIT SHALL BE SUBJECT TO AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK
AND APPLICABLE U.S. FEDERAL LAWS.
(L)
L/C REPORTS.
THE L/C ISSUER SHALL FURNISH TO THE ADMINISTRATIVE
AGENT AND EACH LENDER (I) A WRITTEN REPORT, ON THE FIRST BUSINESS DAY OF EACH
MONTH, SETTING FORTH A SUMMARY OF THE OUTSTANDING AMOUNT OF THE L/C OBLIGATIONS
AND DRAWINGS UNDER EACH LETTER OF CREDIT DURING SUCH MONTH AND (II) A WRITTEN
REPORT, ON THE FIRST BUSINESS DAY OF EACH CALENDAR QUARTER, SETTING FORTH THE
AVERAGE DAILY AGGREGATE OUTSTANDING AMOUNT OF THE L/C OBLIGATIONS DURING THE
PRECEDING CALENDAR QUARTER, EACH SUCH REPORT TO IN A FORM SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
THE L/C ISSUER SHALL PROVIDE THE REPORTS DESCRIBED IN
CLAUSES (I) AND (II) ABOVE TO THE BORROWER UPON THE BORROWER'S REQUEST.
THE L/C
ISSUER SHALL ALSO NOTIFY THE ADMINISTRATIVE AGENT IN WRITING OF ANY INCREASES OR
DECREASES IN THE OUTSTANDING AMOUNT OF THE L/C OBLIGATIONS WITHIN ONE BUSINESS
DAY OF ANY SUCH INCREASE OR DECREASE.
SECTION 2.03
CONVERSIONS AND CONTINUATIONS OF LOANS.
(A)
(I)
EACH BORROWING SHALL INITIALLY CONSIST ONLY OF ABR LOANS;
PROVIDED THAT THE BORROWER MAY THEREAFTER CONVERT ABR LOANS INTO EURODOLLAR
LOANS, OR CONVERT EURODOLLAR LOANS INTO ABR LOANS, OR CONTINUE EURODOLLAR RATE
LOANS, AS HEREIN PROVIDED.
(II)
EACH CONVERSION OF LOANS FROM ONE TYPE TO ANOTHER TYPE AND EACH
CONTINUATION OF EURODOLLAR LOANS SHALL BE MADE UPON THE BORROWER'S IRREVOCABLE
NOTICE TO THE ADMINISTRATIVE AGENT AS HEREIN PROVIDED (EACH, A "RATE NOTICE").
(III)
EACH RATE NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT
LATER THAN 11:00 .M. THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY
CONVERSION TO OR CONTINUATION OF EURODOLLAR LOANS; PROVIDED, HOWEVER, THAT IF
THE BORROWER WISHES TO REQUEST EURODOLLAR LOANS HAVING AN INTEREST PERIOD OTHER
THAN