COMMERCIAL LETTER OF CREDIT (X) HAVE AN
EXPIRATION DATE LATER THAN THE EARLIER OF (1) FIVE BUSINESS DAYS BEFORE THE
MATURITY DATE AND (2) THE DATE WHICH IS 180 DAYS FROM THE DATE OF ISSUANCE OF
SUCH COMMERCIAL LETTER OF CREDIT OR (Y) BE ISSUED IF SUCH COMMERCIAL LETTER OF
CREDIT IS OTHERWISE UNACCEPTABLE TO THE ISSUING BANK IN ITS REASONABLE
DISCRETION.
SUBJECT TO THE FOREGOING, THE ISSUING BANK MAY AGREE THAT A STANDBY
LETTER OF CREDIT WILL AUTOMATICALLY BE EXTENDED FOR ONE OR MORE SUCCESSIVE
PERIODS NOT TO EXCEED ONE YEAR EACH, UNLESS THE ISSUING BANK ELECTS NOT TO
EXTEND FOR ANY SUCH ADDITIONAL PERIOD; PROVIDED THE ISSUING BANK SHALL NOT
EXTEND ANY SUCH LETTER OF CREDIT IF IT HAS RECEIVED WRITTEN NOTICE THAT AN EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING AT THE TIME THE ISSUING BANK MUST
ELECT TO ALLOW SUCH EXTENSION; PROVIDED FURTHER IN THE EVENT A FUNDING DEFAULT
EXISTS, THE ISSUING BANK SHALL NOT BE REQUIRED TO ISSUE ANY LETTER OF CREDIT
UNLESS THE ISSUING BANK HAS ENTERED INTO ARRANGEMENTS SATISFACTORY TO IT AND THE
BORROWER TO ELIMINATE THE ISSUING BANK'S RISK WITH RESPECT TO THE PARTICIPATION
IN LETTERS OF CREDIT OF THE DEFAULTING LENDER, INCLUDING BY CASH COLLATERALIZING
SUCH DEFAULTING LENDER'S PRO RATA SHARE OF THE LETTER OF CREDIT USAGE.
B.
NOTICE OF ISSUANCE.
EACH LETTER OF CREDIT SHALL BE ISSUED UPON
NOTICE, GIVEN NOT LATER THAN 11:00 A.M. (NEW YORK CITY TIME) ON THE FIFTH
BUSINESS DAY PRIOR TO THE DATE OF THE PROPOSED ISSUANCE OF SUCH LETTER OF CREDIT
(OR ON SUCH SHORTER NOTICE AS THE ISSUING BANK MAY AGREE), BY THE BORROWER TO
THE ISSUING BANK, AND SUCH ISSUING BANK SHALL GIVE THE ADMINISTRATIVE AGENT,
PROMPT NOTICE THEREOF.
EACH SUCH ISSUANCE NOTICE BY THE BORROWER SHALL BE BY
FACSIMILE OR TELEPHONE, CONFIRMED IMMEDIATELY IN WRITING, SPECIFYING THEREIN THE
REQUESTED (A) DATE OF SUCH ISSUANCE (WHICH SHALL BE A BUSINESS DAY),
(B) AVAILABLE AMOUNT OF SUCH LETTER OF CREDIT, (C) EXPIRATION DATE OF SUCH
LETTER OF CREDIT, (D) NAME AND ADDRESS OF THE BENEFICIARY OF SUCH LETTER OF
CREDIT AND (E) FORM OF SUCH LETTER OF CREDIT.
SUCH LETTER OF CREDIT SHALL BE
ISSUED PURSUANT TO SUCH APPLICATION AND AGREEMENT FOR LETTER OF CREDIT AS THE
ISSUING BANK AND THE BORROWER SHALL AGREE FOR USE IN CONNECTION WITH SUCH
REQUESTED LETTER OF CREDIT (A "LETTER OF CREDIT AGREEMENT").
IF THE REQUESTED
FORM OF SUCH LETTER OF CREDIT IS ACCEPTABLE TO THE ISSUING BANK IN ITS
REASONABLE DISCRETION (IT BEING UNDERSTOOD THAT ANY SUCH FORM SHALL HAVE ONLY
EXPLICIT DOCUMENTARY CONDITIONS TO DRAW AND SHALL NOT INCLUDE DISCRETIONARY
CONDITIONS), THE ISSUING BANK WILL, UNLESS ANY LENDER GIVES PRIOR NOTICE TO THE
ISSUING BANK OR THE ADMINISTRATIVE AGENT THAT THE APPLICABLE CONDITIONS OF
SECTION 3.2 WOULD NOT BE SATISFIED AT THE TIME OF SUCH ISSUANCE, UPON
FULFILLMENT OF THE APPLICABLE CONDITIONS SET FORTH IN SECTION 3.2, MAKE SUCH
LETTER OF CREDIT AVAILABLE TO THE BORROWER AT ITS OFFICE REFERRED TO IN
SECTION 9.8