THAN HOLDINGS) OR THEIR
WHOLLY-OWNED SUBSIDIARIES AND (II) IS IN A FORM, IS FOR AN AMOUNT AND CONTAINS
SUCH TERMS AND CONDITIONS AS ARE REASONABLY SATISFACTORY TO THE L/C ISSUER AND,
IN THE CASE OF STANDBY LETTERS OF CREDIT, AGENT.
THE INITIAL NOTICE REQUESTING
THE ISSUANCE OF A LETTER OF CREDIT SHALL BE ACCOMPANIED BY THE FORM OF THE
LETTER OF CREDIT AND THE MASTER STANDBY AGREEMENT OR MASTER DOCUMENTARY
AGREEMENT, AS APPLICABLE, AND AN APPLICATION FOR A LETTER OF CREDIT, IF ANY,
THEN REQUIRED BY THE L/C ISSUER COMPLETED IN A MANNER REASONABLY SATISFACTORY TO
SUCH L/C ISSUER.
IF ANY PROVISION OF ANY APPLICATION OR REIMBURSEMENT AGREEMENT
IS INCONSISTENT WITH THE TERMS OF THIS AGREEMENT, THEN THE PROVISIONS OF THIS
AGREEMENT, TO THE EXTENT OF SUCH INCONSISTENCY, SHALL CONTROL.
(IV)
EXPIRATION DATES OF LETTERS OF CREDIT.
THE EXPIRATION DATE OF
EACH LETTER OF CREDIT SHALL BE ON A DATE THAT IS NOT LATER THAN THE EARLIER OF
(A) TWELVE MONTHS FROM ITS DATE OF ISSUANCE OR (B) THE THIRTIETH (30TH) DAY
PRIOR TO THE DATE SET FORTH IN CLAUSE (A) OF THE DEFINITION OF THE TERM
COMMITMENT TERMINATION DATE. NOTWITHSTANDING THE FOREGOING, A LETTER OF CREDIT
MAY PROVIDE FOR AUTOMATIC EXTENSIONS OF ITS EXPIRATION DATE FOR ONE (1) OR MORE
SUCCESSIVE PERIODS OF UP TO TWELVE (12) MONTHS FOR EACH PERIOD; PROVIDED THAT
THE L/C ISSUER HAS THE RIGHT TO TERMINATE SUCH LETTER OF CREDIT ON EACH SUCH
EXPIRATION DATE AND NO RENEWAL TERM MAY EXTEND THE TERM OF THE LETTER OF CREDIT
TO A DATE THAT IS LATER THAN THE THIRTIETH (30TH) DAY PRIOR TO THE DATE SET
FORTH IN CLAUSE (A) OF THE DEFINITION OF THE TERM COMMITMENT TERMINATION DATE.
UPON DIRECTION BY AGENT OR REQUISITE LENDERS, THE L/C ISSUER SHALL NOT RENEW ANY
SUCH LETTER OF CREDIT AT ANY TIME DURING THE CONTINUANCE OF AN EVENT OF DEFAULT;
PROVIDED THAT, IN THE CASE OF A DIRECTION BY AGENT OR REQUISITE LENDERS, THE L/C
ISSUER RECEIVES SUCH DIRECTIONS PRIOR TO THE DATE NOTICE OF
6
NON-RENEWAL IS REQUIRED TO BE GIVEN BY THE L/C ISSUER AND THE L/C ISSUER HAS HAD
A REASONABLE PERIOD OF TIME TO ACT ON SUCH NOTICE.
(V)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF BORROWERS TO REIMBURSE
THE L/C ISSUER, AGENT AND LENDERS FOR PAYMENTS MADE IN RESPECT OF LETTERS OF
CREDIT ISSUED BY THE L/C ISSUER SHALL BE UNCONDITIONAL AND IRREVOCABLE AND SHALL
BE PAID UNDER ALL CIRCUMSTANCES STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, INCLUDING THE FOLLOWING CIRCUMSTANCES: (A) ANY LACK OF VALIDITY OR
ENFORCEABILITY OF ANY LETTER OF CREDIT; (B) ANY AMENDMENT OR WAIVER OF OR ANY
CONSENT OR DEPARTURE FROM ALL OR ANY OF THE PROVISIONS OF ANY LETTER OF CREDIT
OR ANY LOAN DOCUMENT; (C) THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER
RIGHT WHICH BORROWERS, ANY OF THEIR SUBSIDIARIES OR AFFILIATES OR ANY OTHER
PERSON MAY AT ANY TIME HAVE AGAINST ANY BENEFICIARY OF ANY LETTER OF CREDIT,
AGENT, ANY L/C ISSUER, ANY LENDER