(A)
COMMITMENT AND CONDITIONS.
ON
THE TERMS AND SUBJECT TO THE CONDITIONS CONTAINED HEREIN, EACH L/C ISSUER AGREES
TO ISSUE, AT THE REQUEST OF THE BORROWER, IN ACCORDANCE WITH SUCH L/C ISSUER'S
USUAL AND CUSTOMARY BUSINESS PRACTICES, AND FOR THE ACCOUNT OF THE BORROWER (OR,
AS LONG AS THE BORROWER REMAINS RESPONSIBLE FOR THE PAYMENT IN FULL OF ALL
AMOUNTS DRAWN THEREUNDER AND RELATED FEES, COSTS AND EXPENSES, FOR THE ACCOUNT
OF ANY GROUP MEMBER), LETTERS OF CREDIT (DENOMINATED IN DOLLARS AND WITH FACE
AMOUNTS THAT ARE MULTIPLES OF $500,000 OR SUCH LESSER AMOUNT AS MAY BE AGREED BY
THE APPLICABLE L/C ISSUER) FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE
PERIOD FROM THE CLOSING DATE THROUGH THE EARLIER OF THE REVOLVING CREDIT
TERMINATION DATE AND 7 DAYS PRIOR TO THE SCHEDULED REVOLVING CREDIT TERMINATION
DATE; PROVIDED, HOWEVER, THAT SUCH L/C ISSUER SHALL NOT BE UNDER
47
ANY OBLIGATION TO ISSUE ANY LETTER OF CREDIT UPON THE OCCURRENCE OF ANY OF THE
FOLLOWING, AFTER GIVING EFFECT TO SUCH ISSUANCE:
(I)
(A) THE AGGREGATE REVOLVING CREDIT OUTSTANDINGS WOULD EXCEED
THE MAXIMUM REVOLVING LOAN BALANCE OR (B) THE L/C OBLIGATIONS FOR ALL LETTERS OF
CREDIT WOULD EXCEED THE L/C SUBLIMIT;
(II)
THE EXPIRATION DATE OF SUCH LETTER OF CREDIT (A) IS NOT A
BUSINESS DAY, (B) IS MORE THAN ONE YEAR AFTER THE DATE OF ISSUANCE THEREOF OR
(C) IS LATER THAN 7 DAYS PRIOR TO THE SCHEDULED REVOLVING CREDIT TERMINATION
DATE; PROVIDED, HOWEVER, THAT ANY LETTER OF CREDIT WITH A TERM NOT EXCEEDING ONE
YEAR MAY PROVIDE FOR ITS RENEWAL FOR ADDITIONAL PERIODS, WITH EACH SUCH PERIOD
NOT EXCEEDING ONE YEAR AS LONG AS (X) EACH OF THE BORROWER AND SUCH L/C ISSUER
HAVE THE OPTION TO PREVENT SUCH RENEWAL BEFORE THE EXPIRATION OF SUCH TERM OR
ANY SUCH PERIOD AND (Y) NEITHER SUCH L/C ISSUER NOR THE BORROWER SHALL PERMIT
ANY SUCH RENEWAL TO EXTEND SUCH EXPIRATION DATE BEYOND THE DATE SET FORTH IN
CLAUSE (C) OF THIS SECTION 2.4(A)(II); OR
(III)
(A) ANY FEE DUE IN CONNECTION WITH, AND ON OR PRIOR TO, SUCH
ISSUANCE HAS NOT BEEN PAID, (B) SUCH LETTER OF CREDIT IS REQUESTED TO BE ISSUED
IN A FORM THAT IS NOT ACCEPTABLE TO SUCH L/C ISSUER OR (C) SUCH L/C ISSUER SHALL
NOT HAVE RECEIVED, EACH IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO IT AND
DULY EXECUTED BY THE BORROWER (AND, IF SUCH LETTER OF CREDIT IS ISSUED FOR THE
ACCOUNT OF ANY OTHER GROUP MEMBER, SUCH GROUP MEMBER), THE DOCUMENTS THAT SUCH
L/C ISSUER GENERALLY USES IN THE ORDINARY COURSE OF ITS BUSINESS FOR THE
ISSUANCE OF LETTERS OF CREDIT OF THE TYPE OF SUCH LETTER OF CREDIT
(COLLECTIVELY, THE "L/C REIMBURSEMENT AGREEMENT").
For each such Issuance, the applicable L/C Issuer may, but shall not be required
to, determine that, or take notice whether, the conditions precedent set forth
in Section 3.2 have been satisfied or waived in connection with the Issuance of
any Letter of Credit; provided, however, that no