THE OPINION OF THE ADMINISTRATIVE AGENT,
TO EFFECT THE PROVISION OF THIS SECTION 2.14.
SECTION 3.
LETTERS OF CREDIT
3.1.
LETTERS OF CREDIT.
(A)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS HEREIN SET FORTH, AT
ANY TIME AND FROM TIME TO TIME AFTER THE CLOSING DATE AND PRIOR TO THE L/C
MATURITY DATE, THE LETTER OF CREDIT ISSUER AGREES, IN RELIANCE UPON THE
AGREEMENTS OF THE REVOLVING CREDIT LENDERS SET FORTH IN THIS SECTION 3, TO ISSUE
FROM TIME TO TIME FROM THE CLOSING DATE THROUGH THE L/C MATURITY DATE UPON THE
REQUEST OF, AND FOR THE DIRECT OR INDIRECT BENEFIT OF, THE BORROWER AND THE
RESTRICTED SUBSIDIARIES, A LETTER OF CREDIT OR LETTERS OF CREDIT (THE "LETTERS
OF CREDIT" AND EACH, A "LETTER OF CREDIT") IN SUCH FORM AS MAY BE APPROVED BY
THE LETTER OF CREDIT ISSUER IN ITS REASONABLE DISCRETION; PROVIDED THAT THE
BORROWER SHALL BE A CO-APPLICANT, AND JOINTLY AND SEVERALLY LIABLE WITH RESPECT
TO, EACH LETTER OF CREDIT ISSUED FOR THE ACCOUNT OF A RESTRICTED SUBSIDIARY.
(B)
NOTWITHSTANDING THE FOREGOING, (I) NO LETTER OF CREDIT SHALL BE
ISSUED THE STATED AMOUNT OF WHICH, WHEN ADDED TO THE LETTERS OF CREDIT
OUTSTANDING AT SUCH TIME, WOULD EXCEED THE LETTER OF CREDIT COMMITMENT THEN IN
EFFECT; (II) NO LETTER OF CREDIT SHALL BE ISSUED THE STATED AMOUNT OF WHICH
65
WOULD CAUSE THE AGGREGATE AMOUNT OF THE LENDERS' REVOLVING CREDIT EXPOSURES AT
THE TIME OF THE ISSUANCE THEREOF TO EXCEED THE TOTAL REVOLVING CREDIT COMMITMENT
THEN IN EFFECT; (III) NO LETTER OF CREDIT IN AN ALTERNATIVE CURRENCY SHALL BE
ISSUED THE STATED AMOUNT OF WHICH WOULD CAUSE THE AGGREGATE MULTICURRENCY
EXPOSURES AT THE TIME OF THE ISSUANCE THEREOF TO EXCEED THE MULTICURRENCY
SUBLIMIT THEN IN EFFECT; (IV) EACH LETTER OF CREDIT SHALL HAVE AN EXPIRATION
DATE OCCURRING NO LATER THAN ONE YEAR AFTER THE DATE OF ISSUANCE THEREOF, UNLESS
OTHERWISE AGREED UPON BY THE ADMINISTRATIVE AGENT AND THE LETTER OF CREDIT
ISSUER, PROVIDED THAT IN NO EVENT SHALL SUCH EXPIRATION DATE OCCUR LATER THAN
THE L/C MATURITY DATE; (V) EACH LETTER OF CREDIT SHALL BE DENOMINATED IN DOLLARS
OR AN ALTERNATIVE CURRENCY; (VI) NO LETTER OF CREDIT SHALL BE ISSUED IF IT WOULD
BE ILLEGAL UNDER ANY APPLICABLE LAW FOR THE BENEFICIARY OF THE LETTER OF CREDIT
TO HAVE A LETTER OF CREDIT ISSUED IN ITS FAVOR; AND (VII) NO LETTER OF CREDIT
SHALL BE ISSUED BY A LETTER OF CREDIT ISSUER AFTER IT HAS RECEIVED A WRITTEN
NOTICE FROM ANY CREDIT PARTY OR THE ADMINISTRATIVE AGENT OR THE REQUIRED
REVOLVING CREDIT LENDERS STATING THAT A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING UNTIL SUCH TIME AS THE LETTER OF CREDIT ISSUER SHALL HAVE
RECEIVED A WRITTEN NOTICE OF (X) RESCISSION OF SUCH NOTICE FROM THE PARTY OR
PARTIES ORIGINALLY DELIVERING SUCH NOTICE OR (Y) THE WAIVER OF SUCH DEFAULT OR
EVENT OF DEFAULT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13.1.
(C)
UPON AT LEAST ONE BUSINESS DAY'S PRIOR WRITTEN NOTICE