ANY ROLLUP
LETTER OF CREDIT IF:
(A) ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL
AUTHORITY OR ARBITRATOR SHALL BY ITS TERMS PURPORT TO ENJOIN OR RESTRAIN SUCH
ISSUING BANK FROM ISSUING SUCH ROLLUP LETTER OF CREDIT, OR ANY LAW APPLICABLE TO
SUCH ISSUING BANK OR ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE
OF LAW) FROM ANY GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH ISSUING BANK
SHALL PROHIBIT, OR REQUEST THAT SUCH ISSUING BANK REFRAIN FROM, THE ISSUANCE OF
LETTERS OF CREDIT GENERALLY OR SUCH ROLLUP LETTER OF CREDIT IN
60
PARTICULAR OR SHALL IMPOSE UPON SUCH ISSUING BANK ANY UNREIMBURSED LOSS, COST OR
EXPENSE WHICH SUCH ISSUING BANK IN GOOD FAITH DEEMS MATERIAL TO IT; (B) THE
EXPIRY DATE OF SUCH REQUESTED ROLLUP LETTER OF CREDIT WOULD OCCUR AFTER THE
LETTER OF CREDIT EXPIRATION DATE, UNLESS ALL THE ROLLUP REVOLVING CREDIT LENDERS
HAVE APPROVED SUCH EXPIRY DATE; (C) THE ISSUANCE OF SUCH ROLLUP LETTER OF CREDIT
WOULD VIOLATE ONE OR MORE POLICIES OF SUCH ISSUING BANK; OR (D) SUCH ROLLUP
LETTER OF CREDIT IS IN AN INITIAL AMOUNT LESS THAN $100,000 (UNLESS SUCH ISSUING
BANK AGREES OTHERWISE), OR IS TO BE DENOMINATED IN A CURRENCY OTHER THAN U.S.
DOLLARS.
(III)
NO ISSUING BANK SHALL BE UNDER ANY OBLIGATION TO AMEND ANY ROLLUP
LETTER OF CREDIT IF (A) SUCH ISSUING BANK WOULD HAVE NO OBLIGATION AT SUCH TIME
TO ISSUE SUCH ROLLUP LETTER OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS
HEREOF, OR (B) THE BENEFICIARY OF SUCH ROLLUP LETTER OF CREDIT DOES NOT ACCEPT
THE PROPOSED AMENDMENT TO SUCH ROLLUP LETTER OF CREDIT.
(IV)
ROLLUP LETTERS OF CREDIT MAY BE ISSUED FOR THE ACCOUNT OF A
SUBSIDIARY THAT IS NOT A LOAN PARTY SO LONG AS SUCH SUBSIDIARY IS PRIMARILY
LIABLE FOR ITS REIMBURSEMENT OBLIGATIONS THEREUNDER PURSUANT TO A SEPARATE
REIMBURSEMENT AGREEMENT ENTERED INTO BETWEEN SUCH SUBSIDIARY AND THE APPLICABLE
ISSUING BANK, TO THE EXTENT PRACTICABLE (IN THE ISSUING BANK'S SOLE DISCRETION).
(V)
IN ADDITION TO THE OTHER CONDITIONS PRECEDENT HEREIN SET FORTH, IF
ANY ROLLUP LENDER BECOMES, AND DURING THE PERIOD IT REMAINS, A DEFAULTING LENDER
OR A POTENTIAL DEFAULTING LENDER, NO ISSUING BANK SHALL BE REQUIRED TO ISSUE ANY
ROLLUP LETTER OF CREDIT OR TO AMEND ANY OUTSTANDING ROLLUP LETTER OF CREDIT TO
INCREASE THE FACE AMOUNT THEREOF, ALTER THE DRAWING TERMS THEREUNDER OR EXTEND
THE EXPIRY DATE THEREOF, UNLESS SUCH ISSUING BANK IS SATISFIED THAT ANY EXPOSURE
THAT WOULD RESULT THEREFROM IS ELIMINATED OR FULLY COVERED BY THE ROLLUP
REVOLVING CREDIT COMMITMENTS OF THE NON-DEFAULTING LENDERS OR BY CASH
COLLATERALIZATION OR A COMBINATION THEREOF REASONABLY SATISFACTORY TO SUCH
ISSUING BANK.
(B)
PROCEDURES FOR ISSUANCE AND AMENDMENT OF ROLLUP LETTERS OF CREDIT.
(I)
EACH ROLLUP LETTER OF CREDIT SHALL BE ISSUED OR AMENDED, AS THE
CASE MAY BE, UPON THE REQUEST OF THE BORROWER DELIVERED TO THE APPLICABLE
ISSUING BANK (WITH A COPY TO THE ADMINISTRATIVE AGENT) IN THE FORM OF A LETTER
OF CREDIT APPLICATION, APPROPRIATELY COMPLETED AND SIGNED BY A RESPONSIBLE