LC ISSUER HEREBY AGREES, ON THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT, TO ISSUE STANDBY AND COMMERCIAL LETTERS
OF CREDIT (EACH, A "FACILITY LC") AND TO RENEW, EXTEND, INCREASE, DECREASE OR
OTHERWISE MODIFY EACH FACILITY LC ("MODIFY," AND EACH SUCH ACTION A
"MODIFICATION"), FROM TIME TO TIME FROM AND INCLUDING THE DATE OF THIS AGREEMENT
AND PRIOR TO THE FACILITY TERMINATION DATE UPON THE REQUEST OF AND FOR THE
ACCOUNT OF THE BORROWER; PROVIDED THAT IMMEDIATELY AFTER EACH SUCH FACILITY LC
IS ISSUED OR MODIFIED, (I) THE AGGREGATE AMOUNT OF THE OUTSTANDING LC
OBLIGATIONS SHALL NOT EXCEED THE AGGREGATE COMMITMENT AND (II) THE AGGREGATE
OUTSTANDING CREDIT EXPOSURE SHALL NOT EXCEED THE AGGREGATE COMMITMENT.
NO
FACILITY LC SHALL HAVE AN EXPIRY DATE LATER THAN THE EARLIER OF (X) THE FIFTH
BUSINESS DAY PRIOR TO THE FACILITY TERMINATION DATE AND (Y) ONE YEAR AFTER ITS
ISSUANCE; PROVIDED THAT ANY FACILITY LC WITH A ONE-YEAR TERM MAY PROVIDE FOR THE
RENEWAL THEREOF FOR ADDITIONAL ONE-YEAR PERIODS (WHICH IN NO EVENT SHALL EXTEND
BEYOND THE DATE REFERRED TO IN CLAUSE (X) ABOVE).
2.20.2
PARTICIPATIONS.
UPON THE ISSUANCE OR MODIFICATION BY
THE LC ISSUER OF A FACILITY LC IN ACCORDANCE WITH THIS SECTION 2.20, THE LC
ISSUER SHALL BE DEEMED, WITHOUT FURTHER ACTION BY
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ANY PARTY HERETO, TO HAVE UNCONDITIONALLY AND IRREVOCABLY SOLD TO EACH LENDER,
AND EACH LENDER SHALL BE DEEMED, WITHOUT FURTHER ACTION BY ANY PARTY HERETO, TO
HAVE UNCONDITIONALLY AND IRREVOCABLY PURCHASED FROM THE LC ISSUER, A
PARTICIPATION IN SUCH FACILITY LC (AND EACH MODIFICATION THEREOF) AND THE
RELATED LC OBLIGATIONS IN PROPORTION TO ITS PRO RATA SHARE.
2.20.3
NOTICE.
SUBJECT TO SECTION 2.20.1, THE BORROWER SHALL
GIVE THE LC ISSUER NOTICE PRIOR TO 10:00 A.M. (CHICAGO TIME) (A) ON THE PROPOSED
DATE OF ISSUANCE OR MODIFICATION OF
EACH COMMERCIAL FACILITY LC AND (B) TWO
BUSINESS DAYS BEFORE THE PROPOSED DATE OF ISSUANCE OR MODIFICATION OF EACH
STANDBY FACILITY LC, IN EACH CASE SPECIFYING THE BENEFICIARY, THE PROPOSED DATE
OF ISSUANCE (OR MODIFICATION) AND THE EXPIRY DATE OF SUCH FACILITY LC, AND
DESCRIBING THE PROPOSED TERMS OF SUCH FACILITY LC AND THE NATURE OF THE
TRANSACTIONS PROPOSED TO BE SUPPORTED THEREBY.
UPON RECEIPT OF SUCH NOTICE, THE
LC ISSUER SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY EACH LENDER, OF THE CONTENTS THEREOF AND OF THE
AMOUNT OF SUCH LENDER'S PARTICIPATION IN SUCH PROPOSED FACILITY LC.
THE
ISSUANCE OR MODIFICATION BY THE LC ISSUER OF ANY FACILITY LC SHALL, IN ADDITION
TO THE CONDITIONS PRECEDENT SET FORTH IN ARTICLE IV (THE SATISFACTION OF WHICH
THE LC ISSUER SHALL HAVE NO DUTY TO ASCERTAIN), BE SUBJECT TO THE CONDITIONS
PRECEDENT THAT SUCH FACILITY LC SHALL BE SATISFACTORY TO THE LC ISSUER AND THAT
THE BORROWER SHALL HAVE EXECUTED AND DELIVERED SUCH APPLICATION AGREEMENT AND/OR
SUCH OTHER INSTRUMENTS AND AGREEMENTS RELATING TO SUCH FACILITY LC AS THE LC
ISSUER SHALL HAVE REASONABLY REQUESTED (EACH, A "FACILITY LC APPLICATION").
IN
THE EVENT OF ANY CONFLICT BETWEEN