PURSUANT TO SECTION 2.03(E) AND REQUEST THE
ISSUANCE OF ADDITIONAL LETTERS OF CREDIT UNDER THIS SECTION 2.03(A).
(B)
REQUEST FOR ISSUANCE.
EACH LETTER OF CREDIT SHALL BE ISSUED UPON
NOTICE, GIVEN NOT LATER THAN 1:00 P.M. ON THE THIRD BUSINESS DAY PRIOR TO THE
DATE OF THE PROPOSED ISSUANCE OF SUCH LETTER OF CREDIT, BY THE BORROWER TO THE
L/C ISSUER, WHICH SHALL GIVE TO THE ADMINISTRATIVE AGENT (WHO IN TURN SHALL GIVE
TO EACH REVOLVING CREDIT LENDER) PROMPT NOTICE THEREOF.
EACH SUCH NOTICE OF
ISSUANCE OF A LETTER OF CREDIT (A "NOTICE OF ISSUANCE") MAY BE BY TELEPHONE,
CONFIRMED IMMEDIATELY IN WRITING, OR TELECOPIER OR ELECTRONIC COMMUNICATION,
SPECIFYING THEREIN THE REQUESTED (I) DATE OF SUCH ISSUANCE (WHICH SHALL BE A
BUSINESS DAY), (II) AMOUNT OF SUCH LETTER OF CREDIT, (III) EXPIRATION DATE OF
SUCH LETTER OF CREDIT, (IV) NAME AND ADDRESS OF THE BENEFICIARY OF SUCH LETTER
OF CREDIT AND (V) FORM OF SUCH LETTER OF CREDIT, AND SHALL BE ACCOMPANIED BY A
LETTER OF CREDIT APPLICATION.
IF (1) THE REQUESTED FORM OF SUCH LETTER OF
CREDIT IS ACCEPTABLE TO THE L/C ISSUER IN ITS SOLE DISCRETION AND (2) IT HAS NOT
RECEIVED NOTICE OF OBJECTION TO SUCH ISSUANCE FROM THE REQUIRED LENDERS, THE L/C
ISSUER WILL, UPON FULFILLMENT OF THE APPLICABLE CONDITIONS SET FORTH IN ARTICLE
IV, MAKE SUCH LETTER OF CREDIT AVAILABLE TO THE BORROWER AT ITS OFFICE REFERRED
TO IN SCHEDULE 10.02 OR AS OTHERWISE AGREED WITH THE BORROWER IN CONNECTION WITH
SUCH ISSUANCE.
IN THE EVENT AND TO THE EXTENT THAT THE PROVISIONS OF ANY LETTER
OF CREDIT APPLICATION SHALL CONFLICT WITH THIS AGREEMENT, THE PROVISIONS OF THIS
AGREEMENT SHALL GOVERN.
(C)
L/C ADVANCES.
(I)
THE BORROWER SHALL REPAY TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH L/C ISSUER AND EACH OTHER REVOLVING CREDIT LENDER THAT HAS MADE
AN L/C ADVANCE ON THE EARLIER OF DEMAND AND THE MATURITY DATE IN RESPECT OF THE
REVOLVING CREDIT FACILITY THE OUTSTANDING PRINCIPAL AMOUNT OF EACH L/C ADVANCE
MADE BY EACH OF THEM.
(II)
THE OBLIGATIONS OF THE BORROWER AND THE REVOLVING CREDIT LENDERS
UNDER THIS AGREEMENT, ANY LETTER OF CREDIT APPLICATION AND ANY OTHER AGREEMENT
OR INSTRUMENT RELATING TO ANY LETTER OF CREDIT SHALL BE UNCONDITIONAL AND
IRREVOCABLE, AND SHALL BE PAID STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, SUCH LETTER OF CREDIT APPLICATION AND SUCH OTHER AGREEMENT OR
INSTRUMENT UNDER ALL CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING
CIRCUMSTANCES:
(A)
any lack of validity or enforceability of any Loan Document, any
Letter of Credit Application, any Letter of Credit or any other agreement or
instrument relating thereto (all of the foregoing being, collectively, the "L/C
Related Documents");
(B)
any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations of the Borrower in respect of any
L/C Related Document or any other amendment or waiver of or any consent to
departure from all or any of the L/C Related Documents;
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