ISSUING BANK AND THE COMPANY (THE "LETTER OF CREDIT"), AT ANY TIME AND FROM
TIME TO TIME FROM THE EFFECTIVE DATE UNTIL THE LAST DAY OF THE AVAILABILITY
PERIOD; PROVIDED, HOWEVER, THE COMPANY MAY NOT REQUEST THAT THE STATED AMOUNT OF
THE LETTER OF CREDIT BE INCREASED AFTER THE 90TH DAY PRIOR TO THE MATURITY DATE
IF THE STATED EXPIRY DATE OF THE LETTER OF CREDIT IS A DATE LATER THAN THE
MATURITY DATE.
THE ISSUING BANK SHALL NOT BE UNDER ANY OBLIGATION TO ISSUE THE
LETTER OF CREDIT IF ANY ORDER, JUDGMENT OR DECREE OF ANY OFFICIAL BODY OR
ARBITRATOR BINDING UPON THE ISSUING BANK SHALL ENJOIN OR RESTRAIN THE ISSUING
BANK FROM ISSUING THE LETTER OF CREDIT, OR ANY LAW, RULE, REGULATION OR ORDERS
OF ANY OFFICIAL BODY APPLICABLE TO THE ISSUING BANK OR ANY REQUEST OR DIRECTIVE
(WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY OFFICIAL BODY WITH
JURISDICTION OVER THE ISSUING BANK SHALL PROHIBIT THE ISSUANCE OF LETTERS OF
CREDIT GENERALLY OR THE LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON THE
ISSUING BANK WITH RESPECT TO THE LETTER OF CREDIT ANY RESTRICTION, RESERVE OR
CAPITAL REQUIREMENT (FOR WHICH THE ISSUING BANK IS NOT OTHERWISE COMPENSATED
HEREUNDER) NOT IN EFFECT ON THE DATE HEREOF, OR SHALL IMPOSE UPON THE ISSUING
BANK ANY UNREIMBURSED LOSS, COST OR EXPENSE THAT WAS NOT APPLICABLE ON THE DATE
HEREOF AND THAT THE ISSUING BANK IN GOOD FAITH DEEMS MATERIAL TO IT.
(B)
NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN
CONDITIONS.
TO REQUEST THE ISSUANCE OF THE LETTER OF CREDIT (OR THE AMENDMENT,
RENEWAL OR EXTENSION OF THE LETTER OF CREDIT), THE COMPANY SHALL HAND DELIVER OR
TELECOPY (OR TRANSMIT BY ELECTRONIC COMMUNICATION, IF ARRANGEMENTS FOR DOING SO
HAVE BEEN APPROVED BY THE ISSUING BANK) TO THE ISSUING BANK AND THE
ADMINISTRATIVE AGENT (AT LEAST ONE BUSINESS DAY IN ADVANCE OF THE REQUESTED DATE
OF
20
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION) A NOTICE OF LC REQUEST REQUESTING THE
ISSUANCE OF THE LETTER OF CREDIT AND SPECIFYING THE REQUESTED DATE OF ISSUANCE
OF THE LETTER OF CREDIT (WHICH SHALL BE A BUSINESS DAY) AND, AS APPLICABLE,
SPECIFYING THE DATE OF AMENDMENT, RENEWAL OR EXTENSION (WHICH SHALL BE A
BUSINESS DAY), THE DATE ON WHICH THE LETTER OF CREDIT IS TO EXPIRE (WHICH SHALL
COMPLY WITH SUBSECTION (C) OF THIS SECTION), THE AMOUNT OF THE 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 THE LETTER OF CREDIT.
THE
LETTER OF CREDIT SHALL BE ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF (AND UPON
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF THE LETTER OF CREDIT THE COMPANY
SHALL BE DEEMED TO REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (I) THE AGGREGATE LC EXPOSURE SHALL
NOT EXCEED THE AGGREGATE COMMITMENTS, AND (II) THE TOTAL EXPOSURES SHALL NOT
EXCEED THE TOTAL COMMITMENTS. THE ISSUING BANK SHALL PROMPTLY (AND IN ANY