Definition of PIP Letter of Credit

PIP Letter of Credit means an irrevocable, unconditional, transferable, clean sight draft letter of credit acceptable to Administrative Agent (either an evergreen letter of credit or one which does not expire until at least thirty (30) Business Days after the Maturity Date) in the applicable amount required pursuant to Section 2.33(a) in favor of and for the benefit of Administrative Agent and entitling Administrative Agent to draw thereon in New York, New York, issued by Deutsche Bank and Trust Company of the Americas or a domestic Eligible Institution or the U.S. agency or branch of a foreign Eligible Institution. If at any time the bank issuing any such letter of credit shall cease to be an Eligible Institution, Administrative Agent shall have the right upon ten (10) Business Days' prior notice to Borrowers to draw down the same in full and hold the proceeds of such draw in accordance with the applicable provisions hereof unless within such ten (10) Business Day period Borrowers have delivered a replacement letter of credit meeting the requirements set forth herein issued by an Eligible Institution.