THE LETTER OF CREDIT LIABILITIES SHALL NOT EXCEED
$50,000,000.
UPON THE DATE OF ISSUANCE BY AN ISSUING BANK OF A LETTER OF
CREDIT, THE ISSUING BANK SHALL BE DEEMED, WITHOUT FURTHER ACTION BY ANY PARTY
HERETO, TO HAVE SOLD TO EACH LENDER, AND EACH LENDER SHALL BE DEEMED, WITHOUT
FURTHER ACTION BY ANY PARTY HERETO, TO HAVE PURCHASED FROM THE ISSUING BANK, A
PARTICIPATION IN SUCH LETTER OF CREDIT AND THE RELATED LETTER OF CREDIT
LIABILITIES IN THE PROPORTION ITS RESPECTIVE COMMITMENT BEARS TO THE AGGREGATE
COMMITMENTS.
(B)
METHOD FOR ISSUANCE; TERMS; EXTENSIONS.
(I)
THE BORROWER SHALL GIVE THE ISSUING BANK NOTICE AT LEAST THREE
DOMESTIC BUSINESS DAYS (OR SUCH SHORTER NOTICE AS MAY BE ACCEPTABLE TO THE
ISSUING BANK IN ITS DISCRETION) PRIOR TO THE REQUESTED ISSUANCE OF A LETTER OF
CREDIT (OR, IN THE CASE OF RENEWAL OR EXTENSION, PRIOR TO THE ISSUING BANK'S
DEADLINE FOR NOTICE OF NONEXTENSION) SPECIFYING THE DATE SUCH LETTER OF CREDIT
IS TO BE ISSUED, AND DESCRIBING THE TERMS OF SUCH LETTER OF CREDIT AND THE
NATURE OF THE TRANSACTIONS TO BE SUPPORTED THEREBY (SUCH NOTICE, INCLUDING ANY
SUCH NOTICE GIVEN IN CONNECTION WITH THE EXTENSION OF A LETTER OF CREDIT, A
"NOTICE OF ISSUANCE").
UPON RECEIPT OF A NOTICE OF ISSUANCE, THE ISSUING BANK
SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE AGENT
SHALL PROMPTLY NOTIFY EACH LENDER OF THE CONTENTS THEREOF AND OF THE AMOUNT OF
SUCH LENDER'S PARTICIPATION IN SUCH LETTER OF CREDIT.
(II)
THE OBLIGATION OF THE ISSUING BANK TO ISSUE EACH LETTER OF CREDIT
SHALL, IN ADDITION TO THE CONDITIONS PRECEDENT SET FORTH IN SECTION 3.02, BE
SUBJECT TO THE CONDITIONS PRECEDENT THAT SUCH LETTER OF CREDIT SHALL BE IN SUCH
FORM AND CONTAIN SUCH TERMS AS SHALL BE REASONABLY SATISFACTORY TO THE ISSUING
BANK AND THAT THE BORROWER SHALL HAVE EXECUTED AND DELIVERED SUCH OTHER
INSTRUMENTS AND AGREEMENTS RELATING TO SUCH LETTER OF CREDIT AS THE ISSUING BANK
SHALL HAVE REASONABLY REQUESTED.
THE BORROWER SHALL ALSO PAY TO THE ISSUING
BANK FOR ITS OWN ACCOUNT ISSUANCE, DRAWING, AMENDMENT AND EXTENSION CHARGES IN
THE AMOUNTS AND AT THE TIMES AS AGREED BETWEEN THE BORROWER AND THE ISSUING
BANK.
(III)
THE EXTENSION OR RENEWAL OF ANY LETTER OF CREDIT SHALL BE DEEMED
TO BE AN ISSUANCE OF SUCH LETTER OF CREDIT, AND IF ANY LETTER OF CREDIT CONTAINS
A PROVISION PURSUANT TO WHICH IT IS DEEMED TO BE EXTENDED UNLESS NOTICE OF
TERMINATION IS GIVEN BY THE ISSUING BANK, THE ISSUING BANK SHALL TIMELY GIVE
SUCH NOTICE OF TERMINATION UNLESS IT HAS THERETOFORE TIMELY RECEIVED A NOTICE OF
ISSUANCE AND THE OTHER CONDITIONS TO ISSUANCE OF A LETTER OF CREDIT HAVE ALSO
THERETOFORE BEEN MET WITH RESPECT TO SUCH EXTENSION.
NO LETTER OF CREDIT SHALL
HAVE A TERM BEYOND THE LETTER OF CREDIT TERMINATION DATE; PROVIDED THAT A LETTER
OF CREDIT MAY CONTAIN A PROVISION PURSUANT TO WHICH IT IS DEEMED TO BE EXTENDED
ON AN ANNUAL BASIS UNLESS NOTICE OF TERMINATION IS GIVEN BY THE ISSUING BANK;