MAY SPECIFY FROM TIME TO TIME BY NO LATER THAN 10:00 A.M.,
PHILADELPHIA TIME, AT LEAST FIVE (5) BUSINESS DAYS (OR SUCH SHORTER PERIOD AS
MAY BE AGREED TO BY SUCH ISSUING LENDER AND THE ADMINISTRATIVE AGENT) IN ADVANCE
OF THE PROPOSED DATE OF ISSUANCE.
EACH LETTER OF CREDIT (OTHER THAN THE OTHER
LETTERS OF CREDIT AND ANY REPLACEMENTS THEREOF) SHALL BE DENOMINATED IN
DOLLARS.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF AND IN RELIANCE ON THE
AGREEMENTS OF THE LENDERS SET FORTH IN THIS SECTION 2.8, AN ISSUING LENDER WILL
ISSUE A LETTER OF CREDIT, PROVIDED, THAT EACH LETTER OF CREDIT SHALL (A) HAVE A
MAXIMUM MATURITY OF TWELVE (12) MONTHS FROM THE DATE OF ISSUANCE, AND (B) IN NO
EVENT EXPIRE LATER THAN FIVE (5) BUSINESS DAY PRIOR TO THE TERMINATION DATE, AND
PROVIDED FURTHER, THAT IN NO EVENT SHALL (I) THE AMOUNT OF THE LETTER OF CREDIT
OBLIGATIONS AT ANY ONE TIME EXCEED THE LESSER OF (X) $20,000,000, OR (Y) THE
TOTAL COMMITMENTS MINUS THE DOLLAR EQUIVALENT AMOUNT OF THE OUTSTANDING REVOLVER
LOANS AND SWING LINE LOANS OR (II) THE SUM OF THE AGGREGATE DOLLAR EQUIVALENT
AMOUNT OF ALL REVOLVER LOANS MADE BY A LENDER PLUS SUCH LENDER'S COMMITMENT
PERCENTAGE OF THE AMOUNT OF SWING LINE LOANS AND LETTER OF CREDIT OBLIGATIONS
THEN OUTSTANDING EXCEED ITS COMMITMENT, AND PROVIDED FURTHER THAT NO ALTERNATE
ISSUING LENDER SHALL HAVE ANY OBLIGATION HEREUNDER TO ISSUE A LETTER OF CREDIT
UNLESS IT OTHERWISE CONSENTS IN ITS SOLE DISCRETION (PROVIDED THAT IF A LENDER
ELECTS NOT TO ISSUE A REQUESTED LETTER OF CREDIT, IT SHALL PROMPTLY AFTER A
REQUEST THEREFOR NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT OF SUCH
DECISION).
NO ISSUING LENDER SHALL AT ANY TIME BE OBLIGATED TO ISSUE ANY LETTER
OF CREDIT HEREUNDER IF SUCH ISSUANCE WOULD CONFLICT WITH, OR CAUSE SUCH ISSUING
LENDER OR ANY LETTER OF CREDIT PARTICIPANT TO EXCEED, ANY LIMITS IMPOSED BY ANY
APPLICABLE REQUIREMENT OF LAW.
NOTWITHSTANDING THE PROVISIONS OF THIS
SUBSECTION 2.8, THE LENDERS AND THE BORROWERS HEREBY AGREE THAT AN ISSUING
LENDER MAY ISSUE UPON THE BORROWERS' REQUEST, ONE OR MORE LETTER(S) OF CREDIT
WHICH BY ITS OR THEIR TERMS MAY BE EXTENDED FOR ADDITIONAL PERIODS OF UP TO ONE
YEAR EACH PROVIDED THAT (I) THE INITIAL EXPIRATION DATE (OR ANY SUBSEQUENT
EXPIRATION DATE) OF EACH SUCH LETTER OF CREDIT IS NOT LATER THAN FIVE
(5) BUSINESS DAYS PRIOR TO THE TERMINATION DATE THEN IN EFFECT, AND (II) RENEWAL
OF SUCH LETTERS OF CREDIT, AT SUCH ISSUING LENDER'S DISCRETION, SHALL BE
AVAILABLE UPON WRITTEN REQUEST FROM THE BORROWERS TO SUCH ISSUING LENDER AT
LEAST THIRTY (30) DAYS (OR SUCH OTHER TIME PERIOD AS AGREED BY THE BORROWERS,
THE ADMINISTRATIVE AGENT AND SUCH ISSUING LENDER) BEFORE THE DATE
37
UPON WHICH NOTICE OF RENEWAL IS OTHERWISE REQUIRED.
EACH STANDBY LETTER OF
CREDIT SHALL BE SUBJECT EITHER TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS AS MOST RECENTLY PUBLISHED BY THE INTERNATIONAL CHAMBER OF
COMMERCE AT THE TIME A LETTER OF CREDIT