THAT IS NOT ACCEPTABLE TO SUCH ISSUING BANK OR (C) THE
ISSUING BANK FOR SUCH LETTER OF CREDIT SHALL NOT HAVE RECEIVED, IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO IT AND, IF APPLICABLE, DULY EXECUTED BY SUCH
BORROWER, APPLICATIONS, AGREEMENTS AND OTHER DOCUMENTATION (COLLECTIVELY, A
"LETTER OF CREDIT REIMBURSEMENT AGREEMENT") SUCH ISSUING BANK GENERALLY EMPLOYS
IN THE ORDINARY COURSE OF ITS BUSINESS FOR THE ISSUANCE OF LETTERS OF CREDIT OF
THE TYPE OF SUCH LETTER OF CREDIT.
None of the Lenders (other than the Issuing Banks in their capacity as such)
shall have any obligation to issue any Letter of Credit.
(B)
IN NO EVENT SHALL THE EXPIRATION DATE OF ANY
LETTER OF CREDIT (I) BE MORE THAN ONE YEAR AFTER THE DATE OF ISSUANCE THEREOF
WITHOUT THE CONSENT OF THE ISSUING BANK THEREOF OR (II) BE LESS THAN FIVE DAYS
PRIOR TO THE REVOLVING COMMITMENT TERMINATION DATE; PROVIDED, HOWEVER, THAT ANY
LETTER OF CREDIT WITH A TERM LESS THAN OR EQUAL TO ONE YEAR MAY PROVIDE FOR THE
RENEWAL THEREOF FOR ADDITIONAL PERIODS LESS THAN OR EQUAL TO ONE YEAR, AS LONG
AS, (X) ON OR BEFORE THE EXPIRATION OF EACH SUCH TERM AND EACH SUCH PERIOD, THE
BORROWER AND THE ISSUING BANK OF SUCH LETTER OF CREDIT SHALL HAVE THE OPTION TO
PREVENT SUCH RENEWAL AND (Y) THE BORROWER SHALL NOT PERMIT ANY SUCH RENEWAL TO
EXTEND THE EXPIRATION DATE OF ANY LETTER OF CREDIT BEYOND THE DATE SET FORTH IN
CLAUSE (II) ABOVE.
(C)
IN CONNECTION WITH THE ISSUANCE OF EACH
LETTER OF CREDIT, THE BORROWER SHALL GIVE THE RELEVANT ISSUING BANK AND THE
ADMINISTRATIVE AGENT AT LEAST TWO BUSINESS DAYS' PRIOR WRITTEN NOTICE, IN
SUBSTANTIALLY THE FORM OF EXHIBIT A-3 (OR IN SUCH OTHER WRITTEN OR ELECTRONIC
FORM AS IS ACCEPTABLE TO THE APPLICABLE ISSUING BANK) (AN "ISSUANCE NOTICE"), OF
THE REQUESTED ISSUANCE OF SUCH LETTER OF CREDIT.
SUCH NOTICE SHALL BE
IRREVOCABLE AND SHALL SPECIFY THE ISSUING BANK OF SUCH LETTER OF CREDIT, THE
FACE AMOUNT OF THE LETTER OF CREDIT REQUESTED (WHICH SHALL NOT BE LESS THAN
$50,000 OR THE FOREIGN CURRENCY EQUIVALENT AS CALCULATED PURSUANT TO CLAUSE (L)
BELOW), THE DATE OF ISSUANCE OF SUCH REQUESTED LETTER OF CREDIT, THE DATE ON
WHICH SUCH LETTER OF CREDIT IS TO EXPIRE (WHICH DATE SHALL BE A BUSINESS DAY)
AND, IN THE CASE OF AN ISSUANCE, THE PERSON FOR WHOSE BENEFIT THE REQUESTED
LETTER OF CREDIT IS TO BE ISSUED.
SUCH NOTICE, TO BE EFFECTIVE, MUST BE
RECEIVED BY THE RELEVANT ISSUING BANK AND THE ADMINISTRATIVE AGENT NOT LATER
THAN 11:00 A.M. (NEW YORK TIME) ON THE SECOND BUSINESS DAY PRIOR TO THE
REQUESTED ISSUANCE OF SUCH LETTER OF CREDIT.
48
(D)
SUBJECT TO THE SATISFACTION OF THE
CONDITIONS SET FORTH IN THIS SECTION 2.3, THE RELEVANT ISSUING BANK SHALL, ON
THE REQUESTED DATE, ISSUE A LETTER OF CREDIT ON BEHALF OF THE APPLICABLE
BORROWER IN ACCORDANCE WITH SUCH ISSUING BANK'S USUAL AND CUSTOMARY BUSINESS
PRACTICES.
NO ISSUING BANK SHALL ISSUE ANY LETTER OF