AS THEIR RESPECTIVE FUNDED PERCENTAGES APPEAR UNTIL PAID IN
FULL AND THEN TO THE LETTER OF CREDIT COLLATERAL ACCOUNT UNTIL THE FULL AMOUNT
OF FACILITY LETTER OF CREDIT OBLIGATIONS IS ON DEPOSIT THEREIN; AND
(V)
TO THE PAYMENT OF ANY SUMS DUE TO EACH DEFAULTING LENDER AS THEIR RESPECTIVE
PERCENTAGES APPEAR (PROVIDED THAT ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO
SET-OFF AGAINST SUCH SUMS ANY AMOUNTS DUE FROM SUCH DEFAULTING LENDER).
2.24.
EXTENSION OF FACILITY TERMINATION DATE.
PROVIDED
NO DEFAULT OR UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING THE BORROWER MAY
REQUEST A ONE-YEAR EXTENSION OF THE FACILITY TERMINATION DATE BY SUBMITTING A
REQUEST FOR AN EXTENSION TO THE AGENT (AN "EXTENSION REQUEST") NO MORE THAN 90
AND NO FEWER THAN 30 DAYS PRIOR TO THE THIRD ANNIVERSARY OF THE CLOSING OF THIS
AGREEMENT.
PROMPTLY UPON RECEIPT OF AN EXTENSION REQUEST, THE ADMINISTRATIVE
AGENT SHALL NOTIFY EACH LENDER THEREOF AND SHALL REQUEST EACH LENDER TO APPROVE
THE EXTENSION REQUEST.
EACH LENDER APPROVING THE EXTENSION REQUEST SHALL
DELIVER ITS WRITTEN CONSENT NO LATER THAN 15 DAYS PRIOR TO SUCH THIRD
ANNIVERSARY OF THE CLOSING OF THIS AGREEMENT.
IF THE CONSENT OF THE REQUIRED
LENDERS IS RECEIVED BY THE ADMINISTRATIVE AGENT, THE FACILITY TERMINATION DATE
SHALL BE EXTENDED BY ONE YEAR IN THE CASE OF LENDERS WHICH APPROVED SUCH
EXTENSION REQUEST (THE "CONSENTING LENDERS") AND THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY THE BORROWER AND EACH LENDER OF THE NEW FACILITY TERMINATION
DATE AND THE CONSENTING LENDERS TO WHICH THE SAME IS APPLICABLE.
IN THE EVENT
ALL LENDERS DO NOT APPROVE AN EXTENSION REQUEST IN ACCORDANCE WITH THE
FOREGOING, THEN THE BORROWER, AT ITS OPTION AND AS A CONDITION TO THE EXTENSION
OF THE FACILITY TERMINATION DATE BY THE CONSENTING LENDERS, WITH RESPECT TO ANY
LENDER THAT DID NOT AGREE TO THE EXTENSION REQUEST (EACH, A "NON-CONSENTING
LENDER"), MAY EITHER (A) REPLACE ANY SUCH NON-CONSENTING LENDER IN ACCORDANCE
WITH THE REQUIREMENTS OF SECTION 13.3 HEREOF OR (B) PAY ANY SUCH NON-CONSENTING
LENDER'S OUTSTANDING CREDIT EXPOSURE (INCLUDING CASH COLLATERALIZING SUCH
LENDER'S PERCENTAGE OF OUTSTANDING FACILITY LETTER OF CREDIT OBLIGATIONS) ON OR
BEFORE THE FACILITY TERMINATION DATE AS ORIGINALLY SCHEDULED WITH A
CORRESPONDING TERMINATION OF THE AGGREGATE COMMITMENTS UNDER SECTION 2.7
HEREOF.
IT SHALL BE AN ADDITIONAL CONDITION PRECEDENT TO ANY EXTENSION OF THE
FACILITY TERMINATION DATE PURSUANT HERETO THAT THE BORROWER SHALL HAVE PAID, ON
OR BEFORE THE ORIGINAL FACILITY TERMINATION DATE A FEE TO THE ADMINISTRATIVE
AGENT FOR THE RATABLE ACCOUNT OF EACH CONSENTING LENDER EQUAL TO THE EXTENSION
FEE.
31
ARTICLE III
THE LETTER OF CREDIT SUBFACILITY
3.1.
OBLIGATIONS TO ISSUE.
SUBJECT TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND IN RELIANCE UPON THE REPRESENTATIONS AND
WARRANTIES OF THE BORROWER AND THE GENERAL PARTNER HEREIN SET FORTH, THE ISSUING
BANK HEREBY AGREES TO ISSUE FOR THE ACCOUNT OF BORROWER, ONE OR MORE FACILITY
LETTERS OF CREDIT IN ACCORDANCE WITH THIS ARTICLE III, AND TO RENEW, EXTEND,
INCREASE, DECREASE, OR OTHERWISE MODIFY EACH FACILITY LETTER OF CREDIT
("MODIFY", AND EACH SUCH