of Credit or 180 days after the date of such issuance for commercial documentary
Letters of Credit, unless the Required Revolving Lenders have approved such
expiry date in writing (but never beyond the fifth Business Day prior to the R/C
Maturity Date); provided, further, however, that any standby Letter of Credit
may be automatically extendible for periods of up to one year (but never beyond
the fifth Business Day prior to the R/C Maturity Date),
(vi)
L/C Lender issue any Letter of Credit after it has received notice
from Borrower or the Required Revolving Lenders stating that a Default exists
until such time as L/C Lender shall have received written notice of (x)
rescission of such notice from the Required Revolving Lenders, (y) waiver or
cure of such Default in accordance with this Agreement or (z) Administrative
Agent's good faith determination that such Default has ceased to exist, or
(vii)
any Letter of Credit be issued in a currency other than Dollars or
the Alternate Currency nor at a tenor other than sight.
(B)
WHENEVER BORROWER REQUIRES THE ISSUANCE OF A LETTER OF CREDIT IT
SHALL GIVE L/C LENDER AND ADMINISTRATIVE AGENT AT LEAST THREE BUSINESS DAYS
WRITTEN NOTICE (OR SUCH SHORTER PERIOD OF NOTICE ACCEPTABLE TO L/C LENDER)
(INCLUDING BY WAY OF FACSIMILE TRANSMISSION).
EACH NOTICE SHALL BE IN THE FORM
OF EXHIBIT L APPROPRIATELY COMPLETED (EACH A "LETTER OF CREDIT REQUEST") AND
SHALL SPECIFY A DATE OF ISSUANCE NOT BEYOND THE FIFTH BUSINESS DAY PRIOR TO THE
R/C MATURITY DATE.
EACH LETTER OF CREDIT REQUEST MUST BE ACCOMPANIED BY
DOCUMENTATION DESCRIBING IN REASONABLE DETAIL THE PROPOSED TERMS, CONDITIONS AND
FORMAT OF THE LETTER OF CREDIT TO BE ISSUED, AND IF SO REQUESTED BY L/C LENDER
EACH LETTER OF CREDIT REQUEST SHALL BE ACCOMPANIED BY SUCH L/C LENDER'S FORM OF
APPLICATION BUT WHICH APPLICATION SHALL NOT CONTAIN ANY OPERATING OR FINANCIAL
COVENANTS OR ANY PROVISIONS INCONSISTENT WITH THIS AGREEMENT.
IF THERE IS ANY
CONFLICT BETWEEN THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS AND
CONDITION OF ANY APPLICATION, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL
GOVERN.
EACH LENDER HEREBY AUTHORIZES L/C LENDER TO ISSUE AND PERFORM ITS
OBLIGATIONS WITH RESPECT TO LETTERS OF CREDIT AND EACH LETTER OF CREDIT SHALL BE
ISSUED IN ACCORDANCE WITH THE CUSTOMARY PROCEDURES OF L/C LENDER.
BORROWER
ACKNOWLEDGES AND AGREES THAT THE FAILURE OF L/C LENDER TO REQUIRE AN APPLICATION
AT ANY TIME AND FROM TIME TO TIME SHALL NOT RESTRICT OR IMPAIR SUCH L/C LENDER'S
RIGHT TO REQUIRE SUCH AN APPLICATION OR AGREEMENT AS A CONDITION TO THE ISSUANCE
OF ANY SUBSEQUENT LETTER OF CREDIT.
(C)
ON EACH DAY DURING THE PERIOD COMMENCING WITH THE ISSUANCE BY L/C
LENDER OF ANY LETTER OF CREDIT AND UNTIL SUCH LETTER OF CREDIT SHALL HAVE
EXPIRED OR BEEN TERMINATED, THE REVOLVING COMMITMENT OF EACH REVOLVING LENDER
SHALL BE DEEMED TO BE UTILIZED FOR ALL PURPOSES HEREOF IN AN AMOUNT EQUAL TO
SUCH LENDER'S R/C PERCENTAGE OF THE DOLLAR EQUIVALENT OF THE THEN STATED