UNDER SUCH SECTIONS UNTIL ALL SUCH UNSATISFIED OBLIGATIONS ARE FULLY
PAID.
SECTION 2.22.
LETTERS OF CREDIT.
(A)
DURING THE AVAILABILITY PERIOD, THE ISSUING BANK, IN RELIANCE UPON
THE AGREEMENTS OF THE OTHER LENDERS PURSUANT TO SECTION 2.22(D), AGREES TO
ISSUE, AT THE REQUEST OF THE BORROWER, LETTERS OF CREDIT FOR THE ACCOUNT OF THE
BORROWER 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; (II) EACH LETTER OF CREDIT SHALL BE IN A STATED AMOUNT OF AT LEAST
$100,000; AND (III) THE BORROWER 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 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 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 BORROWER 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.