IF ANY, OF EACH LETTER OF CREDIT DESCRIBED THEREIN AND
COLLECTIVELY, AS OF THE CLOSING DATE, HAVE AN AGGREGATE FACE VALUE OF
$52,959,719.47 (SUCH LETTERS OF CREDIT SET FORTH ON SCHEDULE 2.3(B), "CASH
COLLATERALIZED LETTERS OF CREDIT") OR (B) ARE CASH COLLATERALIZED PRIOR TO THE
MATURITY DATE IN AN AMOUNT EQUAL TO THE UNDRAWN FACE AMOUNT OF SUCH LETTER OF
CREDIT (ANY LETTER OF CREDIT WHICH HAS BEEN CASH COLLATERALIZED, PURSUANT TO
THIS SECTION 2.3(A)(II)(B) FOLLOWING THE CLOSING DATE SHALL BE CONSIDERED A
"CASH COLLATERALIZED LETTER OF CREDIT" AND SHALL BE ADDED TO SCHEDULE 2.3(B) AS
SUCH).
(III)
A TRUE, CORRECT AND COMPLETE LIST OF ALL
NON-CASH COLLATERALIZED LETTERS OF CREDIT ISSUED PRIOR TO THE CLOSING DATE,
INCLUDING A DESCRIPTION OF THE SCHEDULED AMORTIZATION OF EACH SUCH NON-CASH
COLLATERALIZED LETTER OF CREDIT, IS SET FORTH ON SCHEDULE 2.3(C).
AS OF THE
CLOSING DATE, THE AGGREGATE FACE AMOUNT OF ALL SUCH NON-CASH COLLATERALIZED
LETTERS OF CREDIT IS $36,769,109.10.
(IV)
THE OBLIGATIONS OF THE L/C PARTICIPANTS TO
PURCHASE PARTICIPATIONS IN THE OBLIGATIONS OF THE ISSUING LENDERS UNDER
OUTSTANDING LETTERS OF CREDIT PURSUANT TO SECTION 2.3(B)(I) SHALL SURVIVE THE
MATURITY DATE WITH RESPECT TO LETTERS OF CREDIT WHICH HAVE BEEN CASH
COLLATERALIZED PURSUANT TO SECTION 2.3(A)(II) UNTIL THE EARLIEST OF (I) THE
EXPIRATION DATE FOR SUCH LETTERS OF CREDIT AND (II) THE DATE THE ENTIRE AMOUNT
AVAILABLE UNDER SUCH LETTERS OF CREDIT ARE DRAWN AND SUCH DRAWINGS ARE REPAID;
PROVIDED THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 2.3(A)(III),
WITH RESPECT TO ANY LETTER OF CREDIT HAVING AN EXPIRATION DATE FOLLOWING THE
MATURITY DATE (SUCH A LETTER OF CREDIT, A "POST-TERM LOAN MATURITY LOC"), IN NO
EVENT SHALL THE OBLIGATIONS OF THE L/C PARTICIPANTS TO PURCHASE PARTICIPATIONS
IN THE OBLIGATIONS OF THE ISSUING LENDER UNDER A POST-TERM LOAN MATURITY LOC
PURSUANT TO SECTION 2.3(B)(I) EXPIRE OR TERMINATE PRIOR TO THE BUSINESS DAY
FOLLOWING THE EXPIRATION, CANCELLATION OR TERMINATION OF THE LAST REMAINING
OUTSTANDING POST-TERM LOAN MATURITY LOC.
(V)
EACH LETTER OF CREDIT SHALL BE SUBJECT TO
THE INTERNATIONAL STANDBY PRACTICES INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 590 OR UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS
NO. 600, AS APPLICABLE, AND TO THE EXTENT NOT INCONSISTENT WITH ISP 98 OR UCP
600, THE LAWS OF THE STATE OF NEW YORK.
(VI)
THE ISSUING LENDER SHALL NOT AT ANY TIME BE
OBLIGATED TO ISSUE ANY LETTER OF CREDIT HEREUNDER IF SUCH ISSUANCE WOULD
CONFLICT WITH, OR CAUSE THE ISSUING LENDER OR ANY L/C PARTICIPANT TO EXCEED ANY
LIMITS IMPOSED BY, ANY APPLICABLE REQUIREMENT OF LAW.
(B)
L/C PARTICIPATIONS.
(I)
THE ISSUING LENDER IRREVOCABLY AGREES TO
GRANT AND HEREBY GRANTS TO EACH L/C PARTICIPANT, AND, TO INDUCE THE ISSUING
LENDER TO ISSUE LETTERS OF CREDIT HEREUNDER, EACH L/C PARTICIPANT IRREVOCABLY
AGREES TO ACCEPT AND PURCHASE AND HEREBY ACCEPTS AND PURCHASES FROM THE ISSUING
LENDER, ON THE TERMS AND CONDITIONS HEREINAFTER STATED, FOR SUCH L/C
PARTICIPANT'S OWN ACCOUNT AND RISK, AN UNDIVIDED INTEREST IN THE ISSUING
LENDER'S OBLIGATIONS AND RIGHTS UNDER EACH LETTER OF CREDIT OUTSTANDING
HEREUNDER