OF BUSINESS OF
BORROWER AND (II) IS IN A FORM, IS FOR AN AMOUNT AND CONTAINS SUCH TERMS AND
CONDITIONS AS ARE REASONABLY SATISFACTORY TO THE L/C ISSUER AND, IN THE CASE OF
STANDBY LETTERS OF CREDIT, AGENT.
THE INITIAL NOTICE REQUESTING THE ISSUANCE OF
A LETTER OF CREDIT SHALL BE ACCOMPANIED BY THE FORM OF THE LETTER OF CREDIT AND
THE MASTER STANDBY AGREEMENT OR MASTER DOCUMENTARY AGREEMENT, AS APPLICABLE, AND
AN APPLICATION FOR A LETTER OF CREDIT, IF ANY, THEN REQUIRED BY THE L/C ISSUER
COMPLETED IN A MANNER SATISFACTORY TO SUCH L/C ISSUER.
IF ANY PROVISION OF ANY
APPLICATION OR REIMBURSEMENT AGREEMENT IS INCONSISTENT WITH THE TERMS OF THIS
AGREEMENT, THEN THE PROVISIONS OF THIS AGREEMENT, TO THE EXTENT OF SUCH
INCONSISTENCY, SHALL CONTROL.
(4)
EXPIRATION DATES OF LETTERS OF CREDIT.
THE
EXPIRATION DATE OF EACH LETTER OF CREDIT SHALL BE ON A DATE WHICH IS NOT LATER
THAN THE EARLIER OF (A) ONE YEAR FROM ITS DATE OF ISSUANCE OR (B) THE THIRTIETH
(30TH) DAY PRIOR TO THE DATE SET FORTH IN CLAUSE (A) OF THE DEFINITION OF THE
TERM TERMINATION DATE.
NOTWITHSTANDING THE FOREGOING, A LETTER OF CREDIT MAY
PROVIDE FOR AUTOMATIC EXTENSIONS OF ITS EXPIRATION DATE FOR ONE (1) OR MORE
SUCCESSIVE ONE (1) YEAR PERIODS PROVIDED THAT THE L/C ISSUER HAS THE RIGHT TO
TERMINATE SUCH LETTER OF CREDIT ON EACH SUCH ANNUAL EXPIRATION DATE AND NO
RENEWAL TERM MAY EXTEND THE TERM OF THE LETTER OF CREDIT TO A DATE THAT IS LATER
THAN THE THIRTIETH (30TH) DAY PRIOR TO THE DATE SET FORTH IN CLAUSE (A) OF THE
DEFINITION OF THE TERM TERMINATION DATE.
THE L/C ISSUER MAY ELECT NOT TO RENEW
ANY SUCH LETTER OF CREDIT AND, UPON DIRECTION BY AGENT OR REQUISITE LENDERS,
SHALL NOT RENEW ANY SUCH LETTER OF CREDIT AT ANY TIME DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, PROVIDED THAT, IN THE CASE OF A DIRECTION BY AGENT OR
REQUISITE LENDERS, THE L/C ISSUER RECEIVES SUCH DIRECTIONS PRIOR TO THE DATE
NOTICE OF NON-RENEWAL IS REQUIRED TO BE GIVEN BY THE L/C ISSUER AND THE L/C
ISSUER HAS HAD A REASONABLE PERIOD OF TIME TO ACT ON SUCH NOTICE.
(5)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF
BORROWER TO REIMBURSE THE L/C ISSUER, AGENT AND LENDERS FOR PAYMENTS MADE IN
RESPECT OF LETTERS OF CREDIT SHALL BE UNCONDITIONAL AND IRREVOCABLE AND SHALL BE
PAID UNDER ALL CIRCUMSTANCES STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, INCLUDING THE FOLLOWING CIRCUMSTANCES: (A) ANY LACK OF VALIDITY OR
ENFORCEABILITY OF ANY LETTER OF CREDIT; (B) ANY AMENDMENT OR WAIVER OF OR ANY
CONSENT OR DEPARTURE FROM ALL OR ANY OF THE PROVISIONS OF ANY LETTER OF CREDIT
OR ANY LOAN DOCUMENT; (C) THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER
RIGHT WHICH BORROWER, ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY OTHER PERSON
MAY AT ANY TIME HAVE AGAINST ANY BENEFICIARY OF ANY LETTER OF CREDIT, AGENT, ANY
L/C ISSUER, ANY LENDER OR ANY OTHER PERSON, WHETHER IN