OR EXTEND SUCH LETTER OF CREDIT.
UPON RECEIPT OF THE
LETTER OF CREDIT APPLICATION EXECUTED BY AN AUTHORIZED OFFICER OF THE BORROWER,
THE ISSUING LENDER SHALL PROCESS SUCH LETTER OF CREDIT APPLICATION AND ISSUE THE
LETTER OF CREDIT REQUESTED THEREBY, PROVIDED ALL FEES AND EXPENSES IN CONNECTION
WITH SUCH LETTER OF CREDIT HAVE BEEN PAID AND ALL OTHER CONDITIONS PRECEDENT TO
THE ISSUANCE OF LETTERS OF CREDIT HAVE BEEN SATISFIED AND, PROVIDED FURTHER, THE
ISSUING LENDER SHALL NOT BE REQUIRED TO ISSUE ANY LETTER OF CREDIT EARLIER THAN
THREE (3) BUSINESS DAYS AFTER RECEIPT BY THE ISSUING LENDER OF THE LETTER OF
CREDIT APPLICATION AND OF ALL OF THE CERTIFICATES, DOCUMENTS AND OTHER PAPERS
AND INFORMATION REQUIRED BY THE ISSUING LENDER WHICH RELATE THERETO.
THE
ISSUING LENDER SHALL PROMPTLY FURNISH A COPY OF EACH LETTER OF CREDIT TO THE
AGENT, THE BORROWER AND TO EACH OF THE LENDERS.
A LETTER OF CREDIT SHALL BE
ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF (AND, UPON ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION OF EACH LETTER OF CREDIT, THE BORROWER SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION THE PROVISO SET FORTH IN SECTION 2.02(A) THROUGH (G) IS
SATISFIED.
THE ISSUING LENDER SHALL NOT BE OBLIGATED TO AMEND ANY LETTER OF
CREDIT IF THE ISSUING LENDER WOULD NOT BE REQUIRED AT SUCH TIME TO ISSUE SUCH
LETTER OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS OF THIS AGREEMENT.
2.02.2.
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR
TO THE CLOSE OF BUSINESS ON THE EARLIER OF (A) THE DATE THAT IS 365 DAYS AFTER
THE DATE OF THE ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY
RENEWAL OR EXTENSION THEREOF, 365 DAYS AFTER SUCH RENEWAL OR EXTENSION) AND
(B) THE LC EXPIRATION DATE, PROVIDED THAT ANY LETTER OF CREDIT MAY PROVIDE FOR
THE AUTOMATIC RENEWAL THEREOF FOR ADDITIONAL 365-DAY PERIODS (WHICH SHALL IN NO
EVENT EXTEND BEYOND THE LC EXPIRATION DATE).
2.02.3.
AGREEMENT OF LENDERS TO PURCHASE PROPORTIONATE SHARE OF LETTERS
OF CREDIT.
IN ORDER TO INDUCE THE ISSUING LENDER TO ISSUE LETTERS OF CREDIT FOR
THE ACCOUNT OF THE BORROWER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, EACH
LENDER UNCONDITIONALLY AND IRREVOCABLY AGREES TO ACCEPT AND PURCHASE AND HEREBY
ACCEPTS AND PURCHASES FROM THE ISSUING LENDER, ON THE TERMS AND CONDITIONS
HEREINAFTER STATED, FOR SUCH LENDER'S OWN ACCOUNT AND RISK AN UNDIVIDED INTEREST
EQUAL TO SUCH LENDER'S REVOLVING CREDIT COMMITMENT PERCENTAGE IN THE ISSUING
LENDER'S OBLIGATIONS AND RIGHTS UNDER EACH LETTER OF CREDIT ISSUED HEREUNDER AND
THE AMOUNT OF EACH LC DISBURSEMENT OF THE ISSUING LENDER.
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EACH LENDER UNCONDITIONALLY AND IRREVOCABLY COVENANTS TO THE ISSUING LENDER
THAT, IF AN LC DISBURSEMENT IS MADE BY THE ISSUING LENDER WITH RESPECT TO ANY
LETTER OF CREDIT FOR WHICH THE ISSUING LENDER IS NOT IMMEDIATELY REIMBURSED IN
FULL BY THE BORROWER, SUCH LENDER SHALL PAY TO THE AGENT, FOR THE ACCOUNT OF THE
ISSUING LENDER, UPON