OF CREDIT SHALL EXPIRE ON THE EARLIER OF (A) THE DATE ONE YEAR AFTER THE
DATE OF ISSUANCE OF SUCH LETTER OF CREDIT (OR IN THE CASE OF ANY RENEWAL OR
EXTENSION THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION) AND (B) THE DATE
THAT IS FIVE (5) BUSINESS DAYS PRIOR TO THE REVOLVING COMMITMENT TERMINATION
DATE; (II) EACH LETTER OF CREDIT SHALL BE IN A STATED AMOUNT OF AT LEAST
$250,000; AND (III) THE BORROWER MAY NOT REQUEST ANY LETTER OF CREDIT, IF, AFTER
GIVING EFFECT TO SUCH ISSUANCE (A) THE AGGREGATE LC EXPOSURE WOULD EXCEED THE LC
COMMITMENT OR (B) THE AGGREGATE LC EXPOSURE, PLUS THE AGGREGATE OUTSTANDING
REVOLVING LOANS OF ALL LENDERS, WOULD EXCEED THE AGGREGATE REVOLVING
COMMITMENTS. UPON THE ISSUANCE OF EACH LETTER OF CREDIT EACH LENDER SHALL BE
DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM
THE ISSUING BANK WITHOUT RECOURSE A PARTICIPATION IN SUCH LETTER OF CREDIT EQUAL
TO SUCH LENDER'S PRO RATA SHARE OF THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN
UNDER SUCH LETTER OF CREDIT.
EACH ISSUANCE OF A LETTER OF CREDIT SHALL BE
DEEMED TO UTILIZE THE REVOLVING COMMITMENT OF EACH LENDER BY AN AMOUNT EQUAL TO
THE AMOUNT OF SUCH PARTICIPATION.
TO REQUEST THE ISSUANCE OF A LETTER OF CREDIT (OR ANY AMENDMENT, RENEWAL OR
EXTENSION OF AN OUTSTANDING LETTER OF CREDIT), THE BORROWER SHALL GIVE THE
ISSUING BANK AND THE ADMINISTRATIVE
AGENT IRREVOCABLE WRITTEN NOTICE AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE
REQUESTED DATE OF SUCH ISSUANCE SPECIFYING THE DATE (WHICH SHALL BE A BUSINESS
DAY) SUCH LETTER OF CREDIT IS TO BE ISSUED (OR AMENDED, EXTENDED OR RENEWED, AS
THE CASE MAY BE), THE EXPIRATION DATE OF SUCH LETTER OF CREDIT, THE AMOUNT OF
SUCH LETTER OF CREDIT, THE NAME AND ADDRESS OF THE BENEFICIARY
THEREOF AND SUCH
OTHER INFORMATION AS SHALL BE NECESSARY TO PREPARE, AMEND, RENEW OR EXTEND SUCH
LETTER OF CREDIT. IN ADDITION TO THE SATISFACTION OF THE CONDITIONS IN
ARTICLE III, THE ISSUANCE OF SUCH LETTER OF CREDIT (OR ANY AMENDMENT WHICH
INCREASES THE AMOUNT OF SUCH LETTER OF CREDIT) WILL BE SUBJECT TO THE FURTHER
CONDITIONS THAT SUCH LETTER OF CREDIT SHALL BE IN SUCH FORM AND CONTAIN SUCH
TERMS AS THE ISSUING BANK SHALL APPROVE AND THAT THE BORROWER SHALL HAVE
EXECUTED AND DELIVERED ANY ADDITIONAL APPLICATIONS, AGREEMENTS AND INSTRUMENTS
RELATING TO SUCH LETTER OF CREDIT AS THE ISSUING BANK SHALL REASONABLY REQUIRE;
PROVIDED, THAT IN THE EVENT OF ANY CONFLICT BETWEEN SUCH APPLICATIONS,
AGREEMENTS OR INSTRUMENTS AND THIS AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL
CONTROL.
AT LEAST TWO BUSINESS DAYS PRIOR TO THE ISSUANCE OF ANY LETTER OF CREDIT, THE
ISSUING BANK WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN
WRITING) THAT THE ADMINISTRATIVE AGENT HAS RECEIVED SUCH NOTICE AND IF NOT, THE
ISSUING BANK WILL PROVIDE THE ADMINISTRATIVE AGENT WITH A COPY THEREOF.
UNLESS
THE ISSUING BANK HAS RECEIVED NOTICE FROM THE ADMINISTRATIVE AGENT ON OR BEFORE
THE BUSINESS DAY IMMEDIATELY