of business (a "Standby Letter of
Credit"), or (B) a commercial letter of credit in respect of the purchase of
goods or services by the Borrower or any of its Subsidiaries in the ordinary
course of business (a "Commercial Letter of Credit"), (ii) expire no later than
five days prior to the Termination Date and (iii) unless otherwise agreed by the
Administrative Agent, expire no later than 365 days after its date of issuance
in the case of Standby Letters of Credit, and 180 days after its date of
issuance in the case of Commercial Letters of Credit.
(B)
EACH LETTER OF CREDIT SHALL BE SUBJECT TO THE UNIFORM CUSTOMS AND,
TO THE EXTENT NOT INCONSISTENT THEREWITH, THE LAWS OF THE STATE OF NEW YORK.
(C)
THE ISSUING LENDER SHALL NOT AT ANY TIME ISSUE ANY LETTER OF
CREDIT HEREUNDER IF SUCH ISSUANCE WOULD CONFLICT WITH, OR CAUSE THE ISSUING
LENDER OR ANY L/C PARTICIPANT TO EXCEED ANY LIMITS IMPOSED BY, ANY APPLICABLE
REQUIREMENT OF LAW.
3.2.
PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.
THE BORROWER MAY
FROM TIME TO TIME REQUEST THAT THE ISSUING LENDER ISSUE A LETTER OF CREDIT BY
DELIVERING TO THE ISSUING LENDER, AT ITS ADDRESS FOR NOTICES SPECIFIED HEREIN,
AN APPLICATION THEREFOR, COMPLETED TO THE REASONABLE SATISFACTION OF THE ISSUING
LENDER, AND SUCH OTHER CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND INFORMATION
AS THE ISSUING LENDER MAY REASONABLY REQUEST.
UPON RECEIPT OF ANY APPLICATION,
THE ISSUING LENDER WILL PROCESS SUCH APPLICATION AND THE CERTIFICATES, DOCUMENTS
AND OTHER PAPERS AND INFORMATION DELIVERED TO IT IN CONNECTION THEREWITH IN
ACCORDANCE WITH ITS CUSTOMARY PROCEDURES AND SHALL PROMPTLY ISSUE THE LETTER OF
CREDIT REQUESTED THEREBY (BUT IN NO EVENT SHALL THE ISSUING LENDER BE REQUIRED
TO ISSUE ANY LETTER OF CREDIT EARLIER THAN THREE BUSINESS DAYS AFTER ITS RECEIPT
OF THE APPLICATION THEREFOR AND ALL SUCH OTHER CERTIFICATES, DOCUMENTS AND OTHER
PAPERS AND INFORMATION RELATING THERETO) BY ISSUING THE ORIGINAL OF SUCH LETTER
OF CREDIT TO THE BENEFICIARY THEREOF OR AS OTHERWISE MAY BE AGREED BY THE
ISSUING LENDER AND THE BORROWER.
THE ISSUING LENDER SHALL FURNISH A COPY OF
SUCH LETTER OF CREDIT TO THE BORROWER PROMPTLY FOLLOWING THE ISSUANCE THEREOF.
THE ISSUING LENDER SHALL PROMPTLY FURNISH TO THE ADMINISTRATIVE AGENT, WHICH
SHALL IN TURN PROMPTLY FURNISH TO THE LENDERS, NOTICE OF THE ISSUANCE OF EACH
LETTER OF CREDIT (INCLUDING THE AMOUNT THEREOF).
30
3.3.
FEES, COMMISSIONS AND OTHER CHARGES.
(A)
THE BORROWER SHALL PAY
TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE ISSUING LENDER AND THE L/C
PARTICIPANTS, A LETTER OF CREDIT COMMISSION WITH RESPECT TO EACH LETTER OF
CREDIT ISSUED FOR THE ACCOUNT OF THE BORROWER, COMPUTED FOR THE PERIOD FROM AND
INCLUDING THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT TO THE EXPIRATION DATE
OF SUCH LETTER OF CREDIT (THE "L/C PERIOD"), COMPUTED AT A RATE PER ANNUM EQUAL
TO THE APPLICABLE MARGIN THEN IN EFFECT FOR EURODOLLAR LOANS THAT ARE REVOLVING
CREDIT LOANS, CALCULATED ON THE BASIS OF A 365- (OR