AN EXPIRATION DATE OCCURRING NO LATER
THAN ONE YEAR AFTER THE DATE OF ISSUANCE THEREOF; PROVIDED THAT ANY LETTER OF
CREDIT MAY PROVIDE FOR THE AUTOMATIC RENEWAL THEREOF PURSUANT TO CLAUSE
(E) BELOW; (IV) EACH LETTER OF CREDIT SHALL BE DENOMINATED IN DOLLARS; (V) NO
LETTER OF CREDIT SHALL BE ISSUED IF IT WOULD BE ILLEGAL UNDER ANY APPLICABLE LAW
FOR THE BENEFICIARY OF THE LETTER OF CREDIT TO HAVE A LETTER OF CREDIT ISSUED IN
ITS FAVOR; AND (VI) NO LETTER OF CREDIT SHALL BE ISSUED BY THE LETTER OF CREDIT
ISSUER AFTER IT HAS RECEIVED A WRITTEN NOTICE FROM THE BORROWER OR ANY LENDER
STATING THAT A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING UNTIL
SUCH TIME AS THE LETTER OF CREDIT ISSUER SHALL HAVE RECEIVED A WRITTEN NOTICE OF
(X) RESCISSION OF SUCH NOTICE FROM THE PARTY OR PARTIES ORIGINALLY DELIVERING
SUCH NOTICE OR (Y) THE WAIVER OF SUCH DEFAULT OR EVENT OF DEFAULT IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 13.1.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNT OF THE BORROWER
SHALL BE DEEMED A UTILIZATION OF THE REVOLVING CREDIT COMMITMENTS ALLOCATED TO
THE BORROWER.
(C)
UPON AT LEAST ONE BUSINESS DAY'S PRIOR
WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) TO THE
ADMINISTRATIVE AGENT AND THE LETTER OF CREDIT ISSUER (WHICH NOTICE THE
ADMINISTRATIVE AGENT SHALL PROMPTLY TRANSMIT TO EACH OF THE APPLICABLE LENDERS),
THE BORROWER SHALL HAVE THE RIGHT, ON ANY DAY, PERMANENTLY TO TERMINATE OR
REDUCE THE LETTER OF CREDIT COMMITMENT IN WHOLE
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OR IN PART, PROVIDED THAT, AFTER GIVING EFFECT TO SUCH TERMINATION OR REDUCTION,
THE LETTER OF CREDIT OUTSTANDING SHALL NOT EXCEED THE LETTER OF CREDIT
COMMITMENT.
(D)
THE PARTIES HERETO AGREE THAT THE EXISTING
LETTERS OF CREDIT SHALL BE DEEMED LETTERS OF CREDIT FOR ALL PURPOSES UNDER THIS
AGREEMENT, WITHOUT ANY FURTHER ACTION BY THE BORROWER.
(E)
IF THE BORROWER SO REQUESTS IN ANY
APPLICABLE LETTER OF CREDIT APPLICATION, THE RELEVANT LETTER OF CREDIT ISSUER
SHALL AGREE TO ISSUE A LETTER OF CREDIT THAT HAS AUTOMATIC RENEWAL PROVISIONS
(EACH, AN "AUTO-RENEWAL LETTER OF CREDIT"); PROVIDED THAT ANY SUCH AUTO-RENEWAL
LETTER OF CREDIT MUST PERMIT THE RELEVANT LETTER OF CREDIT ISSUER TO PREVENT ANY
SUCH RENEWAL AT LEAST ONCE IN EACH TWELVE MONTH PERIOD (COMMENCING WITH THE DATE
OF ISSUANCE OF SUCH LETTER OF CREDIT) BY GIVING PRIOR NOTICE TO THE BENEFICIARY
THEREOF NOT LATER THAN A DAY (THE "NONRENEWAL NOTICE DATE") IN EACH SUCH TWELVE
MONTH PERIOD TO BE AGREED UPON AT THE TIME SUCH LETTER OF CREDIT IS ISSUED.
UNLESS OTHERWISE DIRECTED BY THE RELEVANT LETTER OF CREDIT ISSUER, THE BORROWER
SHALL NOT BE REQUIRED TO MAKE A SPECIFIC REQUEST TO THE RELEVANT LETTER OF
CREDIT ISSUER FOR ANY SUCH RENEWAL.
ONCE AN AUTO-RENEWAL LETTER OF CREDIT HAS
BEEN ISSUED, THE LENDERS SHALL BE DEEMED TO HAVE AUTHORIZED (BUT MAY NOT
REQUIRE) THE RELEVANT LETTER OF CREDIT ISSUER TO PERMIT THE RENEWAL OF SUCH
LETTER