OTHER LENDERS PURSUANT TO SECTION 2.21(D), AGREES TO
ISSUE, AT THE REQUEST OF THE ADMINISTRATIVE BORROWER, LETTERS OF CREDIT FOR THE
ACCOUNT OF THE BORROWERS ON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH;
PROVIDED, THAT (I) EACH LETTER 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; AND (II) THE BORROWERS 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 REVOLVING CREDIT
EXPOSURE OF ALL LENDERS WOULD EXCEED THE AGGREGATE REVOLVING COMMITMENT AMOUNT.
EACH LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES TO, PURCHASE FROM THE ISSUING BANK WITHOUT RECOURSE A PARTICIPATION IN
EACH LETTER OF CREDIT EQUAL TO SUCH LENDER'S PRO RATA SHARE OF THE AGGREGATE
AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT (I) ON THE CLOSING DATE
WITH RESPECT TO ALL EXISTING LETTERS OF CREDIT AND (II) ON THE DATE OF ISSUANCE
WITH RESPECT TO ALL OTHER LETTERS 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.
(B)
TO REQUEST THE ISSUANCE OF A LETTER OF CREDIT (OR ANY AMENDMENT,
RENEWAL OR EXTENSION OF AN OUTSTANDING LETTER OF CREDIT), THE ADMINISTRATIVE
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 BORROWERS 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.
(C)
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)