the amounts of Advances and other charges thereto and of payments
applicable thereto.
2.9.
Letters of Credit.
Subject to the terms and conditions hereof,
Agent shall issue or cause the issuance of standby Letters of Credit ("Letters
of Credit") for the account of any Borrower; provided, however, that Agent will
not be required to issue or cause to be issued any Letters of Credit to the
extent that the issuance thereof would then cause the sum of (i) the outstanding
Revolving Advances plus (ii) the Maximum Undrawn Amount of all outstanding
Letters of Credit to exceed the lesser of (x) the Maximum Revolving Advance
Amount or (y) the Formula Amount. The Maximum Undrawn Amount of outstanding
Letters of Credit shall not exceed in the aggregate at any time the Letter of
Credit Sublimit. All disbursements or payments related to Letters of Credit
shall be deemed to be Revolving Advances and shall bear interest at the
Revolving Interest Rate; Letters of Credit that have not been drawn upon shall
not bear interest.
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2.10.
ISSUANCE OF LETTERS OF CREDIT.
(A)
BORROWING AGENT, ON BEHALF OF BORROWERS, MAY REQUEST AGENT TO
ISSUE OR CAUSE THE ISSUANCE OF A LETTER OF CREDIT BY DELIVERING TO AGENT AT THE
PAYMENT OFFICE, PRIOR TO 10:00 A.M. (DALLAS, TEXAS TIME), AT LEAST FIVE
(5) BUSINESS DAYS' PRIOR TO THE PROPOSED DATE OF ISSUANCE, AGENT'S FORM OF
LETTER OF CREDIT APPLICATION (THE "LETTER OF CREDIT APPLICATION") COMPLETED TO
THE SATISFACTION OF AGENT; AND, SUCH OTHER CERTIFICATES, DOCUMENTS AND OTHER
PAPERS AND INFORMATION AS AGENT MAY REASONABLY REQUEST. BORROWING AGENT, ON
BEHALF OF BORROWERS, ALSO HAS THE RIGHT TO GIVE INSTRUCTIONS AND MAKE AGREEMENTS
WITH RESPECT TO ANY APPLICATION, ANY APPLICABLE LETTER OF CREDIT AND SECURITY
AGREEMENT, ANY APPLICABLE LETTER OF CREDIT REIMBURSEMENT AGREEMENT AND/OR ANY
OTHER APPLICABLE AGREEMENT, ANY LETTER OF CREDIT AND THE DISPOSITION OF
DOCUMENTS, DISPOSITION OF ANY UNUTILIZED FUNDS, AND TO AGREE WITH AGENT UPON ANY
AMENDMENT, EXTENSION OR RENEWAL OF ANY LETTER OF CREDIT.
(B)
EACH LETTER OF CREDIT SHALL, AMONG OTHER THINGS, (I) PROVIDE FOR
THE PAYMENT OF SIGHT DRAFTS, OTHER WRITTEN DEMANDS FOR PAYMENT, OR ACCEPTANCES
OF USANCE DRAFTS WHEN PRESENTED FOR HONOR THEREUNDER IN ACCORDANCE WITH THE
TERMS THEREOF AND WHEN ACCOMPANIED BY THE DOCUMENTS DESCRIBED THEREIN AND
(II) HAVE AN EXPIRY DATE NOT LATER THAN TWELVE (12) MONTHS AFTER SUCH LETTER OF
CREDIT'S DATE OF ISSUANCE AND IN NO EVENT LATER THAN THE LAST DAY OF THE TERM.
EACH STANDBY LETTER OF CREDIT SHALL BE SUBJECT EITHER TO THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE PUBLICATION NO. 500, AND ANY AMENDMENTS OR REVISION THEREOF ADHERED TO
BY THE ISSUER ("UCP 500") OR THE INTERNATIONAL STANDBY PRACTICES
(ISP98-INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590) (THE "ISP98
RULES"), AS DETERMINED BY AGENT, AND EACH TRADE LETTER OF CREDIT SHALL BE
SUBJECT TO UCP 500.
(C)
AGENT SHALL USE ITS REASONABLE EFFORTS TO NOTIFY LENDERS OF THE
REQUEST BY BORROWING AGENT FOR A LETTER