HAVE EXPIRED.
PAYMENT OR PREPAYMENT OF THE INITIAL TERM LOAN MAY NOT BE
REBORROWED.
1.4
Letters of Credit.
(A)
AGREEMENT TO ISSUE OR CAUSE TO ISSUE.
SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE AGENT AGREES (I) TO CAUSE THE
LETTER OF CREDIT ISSUER TO ISSUE FOR THE ACCOUNT OF A BORROWER ONE OR MORE
COMMERCIAL/DOCUMENTARY
7
AND STANDBY LETTERS OF CREDIT ("LETTER OF CREDIT") AND/OR (II) TO PROVIDE CREDIT
SUPPORT OR OTHER ENHANCEMENT TO A LETTER OF CREDIT ISSUER ACCEPTABLE TO THE
AGENT, WHICH ISSUES A LETTER OF CREDIT FOR THE ACCOUNT OF A BORROWER (ANY SUCH
CREDIT SUPPORT OR ENHANCEMENT BEING HEREIN REFERRED TO AS A "CREDIT SUPPORT")
FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT.
(B)
AMOUNTS; OUTSIDE EXPIRATION DATE.
THE AGENT SHALL
NOT HAVE ANY OBLIGATION TO ISSUE OR CAUSE TO BE ISSUED ANY LETTER OF CREDIT OR
TO PROVIDE CREDIT SUPPORT FOR ANY LETTER OF CREDIT AT ANY TIME IF: (I) THE
MAXIMUM FACE AMOUNT OF THE REQUESTED LETTER OF CREDIT IS GREATER THAN THE UNUSED
LETTER OF CREDIT SUBFACILITY AT SUCH TIME; (II) THE MAXIMUM UNDRAWN AMOUNT OF
THE REQUESTED LETTER OF CREDIT AND ALL COMMISSIONS, FEES, AND CHARGES DUE FROM
THE BORROWERS IN CONNECTION WITH THE OPENING THEREOF WOULD EXCEED THE
AVAILABILITY AT SUCH TIME OR (III) SUCH LETTER OF CREDIT HAS AN EXPIRATION DATE
LESS THAN 30 DAYS PRIOR TO THE STATED TERMINATION DATE OR MORE THAN 12 MONTHS
FROM THE DATE OF ISSUANCE FOR STANDBY LETTERS OF CREDIT AND 180 DAYS FOR
DOCUMENTARY LETTERS OF CREDIT.
WITH RESPECT TO ANY LETTER OF CREDIT WHICH
CONTAINS ANY "EVERGREEN" OR AUTOMATIC RENEWAL PROVISION, EACH LENDER SHALL BE
DEEMED TO HAVE CONSENTED TO ANY SUCH EXTENSION OR RENEWAL UNLESS ANY REVOLVING
CREDIT LENDER SHALL HAVE PROVIDED TO THE AGENT WRITTEN NOTICE THAT IT DECLINES
TO CONSENT TO ANY SUCH EXTENSION OR RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO
THE DATE ON WHICH THE LETTER OF CREDIT ISSUER IS ENTITLED TO DECLINE TO EXTEND
OR RENEW THE LETTER OF CREDIT.
IF ALL OF THE REQUIREMENTS OF THIS SECTION 1.4
ARE MET AND NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, NO
LENDER SHALL DECLINE TO CONSENT TO ANY SUCH EXTENSION OR RENEWAL.
(C)
OTHER CONDITIONS.
IN ADDITION TO CONDITIONS
PRECEDENT CONTAINED IN ARTICLE 8, THE OBLIGATION OF THE AGENT TO CAUSE TO BE
ISSUED ANY LETTER OF CREDIT OR TO PROVIDE CREDIT SUPPORT FOR ANY LETTER OF
CREDIT IS SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT HAVING BEEN SATISFIED IN
A MANNER REASONABLY SATISFACTORY TO THE AGENT:
(I)
THE APPLICABLE BORROWER SHALL HAVE
DELIVERED TO THE LETTER OF CREDIT ISSUER, AT SUCH TIMES AND IN SUCH MANNER AS
SUCH LETTER OF CREDIT ISSUER MAY PRESCRIBE, AN APPLICATION IN FORM AND SUBSTANCE
SATISFACTORY TO SUCH LETTER OF CREDIT ISSUER AND REASONABLY SATISFACTORY TO THE
AGENT FOR THE ISSUANCE OF THE LETTER OF CREDIT AND SUCH OTHER DOCUMENTS AS MAY
BE REQUIRED PURSUANT TO THE TERMS THEREOF, AND THE