FOR A LETTER OF CREDIT, IF ANY, THEN REQUIRED BY
THE L/C ISSUER COMPLETED IN A MANNER REASONABLY 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.
(IV)
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 COMMITMENT 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 COMMITMENT TERMINATION DATE.
THE L/C ISSUER MAY
ELECT NOT TO RENEW ANY SUCH LETTER OF CREDIT AND, UPON DIRECTION BY AGENT OR
REQUISITE REVOLVING 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 REVOLVING 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.
(V)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF
BORROWER TO REIMBURSE THE L/C ISSUER, AGENT AND LENDERS FOR PAYMENTS MADE IN
RESPECT OF LETTERS OF CREDIT ISSUED BY
6
THE L/C ISSUER 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 CONNECTION WITH THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER RELATED OR UNRELATED AGREEMENTS
OR TRANSACTIONS; (D) ANY DRAFT OR OTHER DOCUMENT PRESENTED UNDER ANY LETTER OF
CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT IN ANY RESPECT
OR ANY STATEMENT THEREIN BEING UNTRUE OR INACCURATE IN ANY RESPECT; OR (E)
ANY
OTHER ACT OR OMISSION TO ACT OR DELAY