above shall be absolute, unconditional and
irrevocable and shall be performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever, including (A) the
existence of any setoff, claim, abatement, recoupment, defense or other right
that such Lender, any Affiliate thereof or any other Person may have against the
Swing Loan Lender, any other Secured Party or any other Person, (B) the failure
of any condition precedent set forth in Section 3.2 to be satisfied or the
failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each
of which requirements the Revolving Credit Lenders hereby irrevocably waive) and
(C) any adverse change in the condition (financial or otherwise) of any Loan
Party.
46
2.4
LETTERS OF CREDIT.
(A) COMMITMENT AND CONDITIONS.
ON THE TERMS AND
SUBJECT TO THE CONDITIONS CONTAINED HEREIN, EACH L/C ISSUER AGREES TO ISSUE, AT
THE REQUEST OF THE BORROWER, IN ACCORDANCE WITH SUCH L/C ISSUER'S USUAL AND
CUSTOMARY BUSINESS PRACTICES, AND FOR THE ACCOUNT OF THE BORROWER (OR, AS LONG
AS THE BORROWER REMAINS RESPONSIBLE FOR THE PAYMENT IN FULL OF ALL AMOUNTS DRAWN
THEREUNDER AND RELATED FEES, COSTS AND EXPENSES, FOR THE ACCOUNT OF ANY GROUP
MEMBER), LETTERS OF CREDIT (DENOMINATED IN DOLLARS) FROM TIME TO TIME ON ANY
BUSINESS DAY DURING THE PERIOD FROM THE CLOSING DATE THROUGH THE EARLIER OF THE
REVOLVING CREDIT TERMINATION DATE AND 7 DAYS PRIOR TO THE SCHEDULED REVOLVING
CREDIT TERMINATION DATE; PROVIDED, HOWEVER, THAT SUCH L/C ISSUER SHALL NOT BE
UNDER ANY OBLIGATION TO ISSUE ANY LETTER OF CREDIT UPON THE OCCURRENCE OF ANY OF
THE FOLLOWING, AFTER GIVING EFFECT TO SUCH ISSUANCE:
A.
(A) THE AGGREGATE REVOLVING CREDIT
OUTSTANDINGS WOULD EXCEED THE MAXIMUM REVOLVING LOAN AMOUNT OR (B) THE L/C
OBLIGATIONS FOR ALL LETTERS OF CREDIT WOULD EXCEED THE L/C SUBLIMIT;
B.
THE EXPIRATION DATE OF SUCH LETTER OF
CREDIT (A) IS NOT A BUSINESS DAY, (B) IS MORE THAN ONE YEAR AFTER THE DATE OF
ISSUANCE THEREOF OR (C) IS LATER THAN 7 DAYS PRIOR TO THE SCHEDULED REVOLVING
CREDIT TERMINATION DATE; PROVIDED, HOWEVER, THAT ANY LETTER OF CREDIT WITH A
TERM NOT EXCEEDING ONE YEAR MAY PROVIDE FOR ITS RENEWAL FOR ADDITIONAL PERIODS
NOT EXCEEDING ONE YEAR AS LONG AS (X) EACH OF THE BORROWER AND SUCH L/C ISSUER
HAVE THE OPTION TO PREVENT SUCH RENEWAL BEFORE THE EXPIRATION OF SUCH TERM OR
ANY SUCH PERIOD AND (Y) NEITHER SUCH L/C ISSUER NOR THE BORROWER SHALL PERMIT
ANY SUCH RENEWAL TO EXTEND SUCH EXPIRATION DATE BEYOND THE DATE SET FORTH IN
CLAUSE (C) ABOVE; OR
C.
(A) ANY FEE DUE IN CONNECTION WITH, AND
ON OR PRIOR TO, SUCH ISSUANCE HAS NOT BEEN PAID, (B) SUCH LETTER OF CREDIT IS
REQUESTED TO BE ISSUED IN A FORM THAT IS NOT ACCEPTABLE TO SUCH L/C ISSUER OR
(C) SUCH L/C ISSUER SHALL NOT HAVE RECEIVED, EACH IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO IT AND DULY EXECUTED BY THE BORROWER (AND, IF SUCH
LETTER OF CREDIT