L/C ISSUER (IN ITS SOLE DISCRETION) WITH THE
COMPANY OR SUCH LENDER TO ELIMINATE SUCH L/C ISSUER'S ACTUAL OR POTENTIAL
FRONTING EXPOSURE (AFTER GIVING EFFECT TO SECTION 2.19(A)(IV)) WITH RESPECT TO
THE DEFAULTING LENDER ARISING FROM EITHER THE LETTER OF CREDIT THEN PROPOSED TO
BE ISSUED OR THAT LETTER OF CREDIT AND ALL OTHER L/C OBLIGATIONS AS TO WHICH
SUCH L/C ISSUER HAS ACTUAL OR POTENTIAL FRONTING EXPOSURE, AS IT MAY ELECT IN
ITS SOLE DISCRETION.
(IV)
NO L/C ISSUER SHALL AMEND ANY LETTER OF CREDIT IF SUCH L/C
ISSUER WOULD NOT BE PERMITTED AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS
AMENDED FORM UNDER THE TERMS HEREOF.
(V)
NO L/C ISSUER SHALL BE UNDER ANY OBLIGATION TO AMEND ANY
LETTER OF CREDIT IF (A) SUCH L/C ISSUER WOULD HAVE NO OBLIGATION AT SUCH TIME TO
ISSUE SUCH LETTER OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS HEREOF, OR (B)
THE BENEFICIARY OF SUCH LETTER OF CREDIT DOES NOT ACCEPT THE PROPOSED AMENDMENT
TO SUCH LETTER OF CREDIT.
(VI)
EACH L/C ISSUER SHALL ACT ON BEHALF OF THE LENDERS WITH
RESPECT TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS ASSOCIATED
THEREWITH, AND EACH L/C ISSUER SHALL HAVE ALL OF THE BENEFITS AND IMMUNITIES (A)
PROVIDED TO THE ADMINISTRATIVE AGENT IN ARTICLE IX WITH RESPECT TO ANY ACTS
TAKEN OR OMISSIONS SUFFERED BY SUCH L/C ISSUER IN CONNECTION WITH LETTERS OF
CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED BY IT AND ISSUER DOCUMENTS
PERTAINING TO SUCH LETTERS OF CREDIT AS FULLY AS IF THE TERM "ADMINISTRATIVE
AGENT" AS USED IN ARTICLE IX INCLUDED SUCH L/C ISSUER WITH RESPECT TO SUCH ACTS
OR OMISSIONS, AND (B) AS ADDITIONALLY PROVIDED HEREIN WITH RESPECT TO SUCH L/C
ISSUER.
(B)
PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF CREDIT;
AUTO-EXTENSION LETTERS OF CREDIT.
(I)
EACH LETTER OF CREDIT SHALL BE ISSUED OR AMENDED, AS THE
CASE MAY BE, UPON THE REQUEST OF EITHER BORROWER DELIVERED TO ANY L/C ISSUER
(WITH A COPY TO THE ADMINISTRATIVE AGENT) IN THE FORM OF A LETTER OF CREDIT
APPLICATION, APPROPRIATELY COMPLETED AND SIGNED BY A RESPONSIBLE OFFICER OF SUCH
BORROWER.
SUCH LETTER OF CREDIT APPLICATION MAY BE SENT BY FACSIMILE, BY UNITED
STATES MAIL, BY OVERNIGHT COURIER, BY ELECTRONIC TRANSMISSION USING THE SYSTEM
PROVIDED BY THE APPLICABLE L/C ISSUER, BY PERSONAL DELIVERY OR BY ANY OTHER
MEANS ACCEPTABLE TO SUCH L/C ISSUER.
SUCH LETTER OF CREDIT APPLICATION MUST BE
RECEIVED BY THE APPLICABLE L/C ISSUER AND THE ADMINISTRATIVE AGENT NOT LATER
THAN 11:00 A.M. AT LEAST TWO BUSINESS DAYS (OR SUCH LATER DATE AND TIME AS THE
ADMINISTRATIVE AGENT AND SUCH L/C ISSUER MAY AGREE IN A PARTICULAR INSTANCE IN
THEIR SOLE DISCRETION) PRIOR TO THE PROPOSED ISSUANCE DATE OR DATE OF AMENDMENT,
AS THE CASE MAY BE.
IN THE CASE OF A REQUEST FOR AN INITIAL ISSUANCE OF A
LETTER OF CREDIT, SUCH LETTER OF CREDIT APPLICATION SHALL SPECIFY IN FORM AND
DETAIL REASONABLY SATISFACTORY TO THE APPLICABLE L/C