2.1.2
THE OBLIGOR MAY, FROM TIME TO TIME, REQUEST THAT THE AGENT ISSUE ON
BEHALF OF THE LENDERS LETTERS OF CREDIT DURING THE PERIOD FROM THE DATE HEREOF
TO BUT NOT INCLUDING THE LAST DATE OF THE FACILITY AVAILABILITY PERIOD, TO COVER
UNDERWRITING YEARS OF ACCOUNT 2007 AND 2008; PROVIDED, HOWEVER, THAT (I) THE
AGGREGATE AMOUNT OF LETTER OF CREDIT OBLIGATIONS AND REIMBURSEMENT OBLIGATIONS
AT ANY TIME ISSUED SHALL NOT EXCEED THE ADJUSTED COLLATERAL VALUE, AND (II) THE
AGGREGATE FACE AMOUNT OF ALL LETTERS OF CREDIT ISSUED UNDER THIS AGREEMENT,
SHALL NOT EXCEED USD$150,000,000.
THE OBLIGOR SHALL MAKE SUCH REQUEST BY
EXECUTING AND DELIVERING TO THE AGENT, IN THE CASE OF LETTERS OF CREDIT TO BE
ISSUED IN U.S. DOLLARS OR EURO, NOT MORE THAN FIVE NOR LESS THAN THREE BUSINESS
DAYS, OR, IN THE CASE OF LETTERS OF CREDIT TO BE ISSUED IN POUNDS STERLING, ONE
BUSINESS DAY, BEFORE THE PROPOSED ISSUE DATE A UTILIZATION REQUEST AND RELATED
DOCUMENTATION (IN HARDCOPY AND/OR ELECTRONIC FORMAT ACCEPTABLE TO THE AGENT).
IF THERE SHALL EXIST ANY INCONSISTENCY BETWEEN THE TERMS OF THIS AGREEMENT (AND
THE SECURITY DOCUMENTS) AND ANY SUCH DOCUMENTATION RELATING TO A LETTER OF
CREDIT ISSUED UNDER THIS SUB-CLAUSE 2.1.2, THE TERMS OF THIS AGREEMENT (AND THE
SECURITY DOCUMENTS) SHALL CONTROL.
2.1.3
THE AGENT IS HEREBY AUTHORIZED BY EACH LENDER TO ISSUE ANY LETTER OF
CREDIT PURSUANT TO SUB-CLAUSE 2.1.1 BY:
(A)
COMPLETING THE ISSUE DATE AND THE PROPOSED EXPIRY DATE OF SUCH LETTER OF
CREDIT;
(B)
COMPLETING THE SCHEDULE TO SUCH LETTER OF CREDIT WITH THE PERCENTAGE
PARTICIPATION OF EACH LENDER AS ALLOCATED PURSUANT TO THE TERMS HEREOF; AND
(C)
EXECUTING SUCH LETTER OF CREDIT ON BEHALF OF EACH LENDER AND FOLLOWING
SUCH EXECUTION DELIVERING SUCH LETTER OF CREDIT, TOGETHER WITH, IF REQUESTED BY
THE BENEFICIARY, A COPY OF EACH LENDER'S AUTHORIZATION LETTER, TO THE
BENEFICIARY ON THE ISSUE DATE.
2.1.4
UPON THE TERMINATION OF THE COMMITMENTS, IF NO LETTERS OF CREDIT ARE
OUTSTANDING OR SUCH LETTERS OF CREDIT ARE EITHER (I) COLLATERALIZED IN A MANNER
SATISFACTORY TO THE LENDERS BY CASH EQUAL TO NOT LESS THAN 100% OF THE AMOUNTS
OUTSTANDING OR AVAILABLE FOR DRAWING IN A MANNER SATISFACTORY TO THE LENDERS OR
(II) SUPPORTED BY BACK-TO-BACK LETTERS OF CREDIT THE TERMS, CONDITIONS AND
ISSUER OF WHICH ARE SATISFACTORY TO THE LENDERS, AND IF THE PRINCIPAL OF AND
INTEREST ON EACH DRAWING REMAINING UNPAID PURSUANT TO THE TERMS OF REIMBURSEMENT
SET FORTH IN SUB-CLAUSE 2.2.1 (REIMBURSEMENT; AGENT'S RESPONSIBILITY) AND ALL
FEES PAYABLE HEREUNDER SHALL HAVE BEEN PAID IN FULL, THE LENDERS AGREE TO REVIEW
THE SUSPENSION OF CERTAIN
15
COVENANTS AND EVENTS OF DEFAULT WHILE CASH DEPOSITS IN THE CUSTODIAN ACCOUNT
EXCEED THE FACE AMOUNT OF OUTSTANDING LETTERS OF CREDIT OR SUCH LETTERS OF
CREDIT ARE SUPPORTED BY BACK-TO-BACK LETTERS OF CREDIT FROM BANKING INSTITUTIONS
ACCEPTABLE TO THE LENDERS ON TERMS AND CONDITIONS OF WHICH ARE ACCEPTABLE TO THE
LENDERS.
2.1.5
THE AGENT SHALL ON THE DATE OF ISSUANCE OF EACH LETTER OF CREDIT GIVE
A NOTICE