FOR RENEWAL FOR SUCCESSIVE
PERIODS OF ONE YEAR OR LESS (BUT NOT BEYOND THE LETTER OF CREDIT MATURITY DATE),
UNLESS AND UNTIL THE ISSUING LENDER SHALL HAVE DELIVERED A NOTICE OF NONRENEWAL
AT LEAST 30 DAYS PRIOR TO THE THEN EXPIRY THEREOF TO THE BENEFICIARY OF SUCH
LETTER OF CREDIT; AND
(C)
THE ISSUING LENDER SHALL BE UNDER NO
OBLIGATION TO ISSUE ANY LETTER OF CREDIT IF, AT THE TIME OF SUCH PROPOSED
ISSUANCE, (I) ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR SHALL PURPORT BY ITS TERMS TO ENJOIN OR RESTRAIN THE ISSUING LENDER
FROM ISSUING SUCH LETTER OF CREDIT, OR ANY REQUIREMENT OF LAW APPLICABLE TO THE
ISSUING LENDER OR ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF
LAW) FROM ANY GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER THE ISSUING LENDER
SHALL PROHIBIT, OR REQUEST THAT THE ISSUING LENDER REFRAIN
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FROM, THE ISSUANCE OF LETTERS OF CREDIT GENERALLY OR SUCH LETTER OF CREDIT IN
PARTICULAR OR SHALL IMPOSE UPON THE ISSUING LENDER WITH RESPECT TO SUCH LETTER
OF CREDIT ANY RESTRICTION OR RESERVE OR CAPITAL REQUIREMENT (FOR WHICH THE
ISSUING LENDER IS NOT OTHERWISE COMPENSATED) NOT IN EFFECT ON THE CLOSING DATE,
OR ANY UNREIMBURSED LOSS, COST OR EXPENSE THAT WAS NOT APPLICABLE, IN EFFECT OR
KNOWN TO THE ISSUING LENDER AS OF THE CLOSING DATE AND THAT THE ISSUING LENDER
IN GOOD FAITH DEEMS MATERIAL TO IT, OR (II) THE ISSUING LENDER SHALL HAVE ACTUAL
KNOWLEDGE, OR SHALL HAVE RECEIVED NOTICE FROM ANY LENDER, PRIOR TO THE ISSUANCE
OF SUCH LETTER OF CREDIT THAT ONE OR MORE OF THE CONDITIONS SPECIFIED IN
SECTION 4.1 (IF APPLICABLE) OR SECTION 4.2 ARE NOT THEN SATISFIED (OR HAVE NOT
BEEN WAIVED IN WRITING AS REQUIRED HEREIN) OR THAT THE ISSUANCE OF SUCH LETTER
OF CREDIT WOULD VIOLATE THE PROVISIONS OF SECTION 3.1(A).
3.2
NOTICES.
WHENEVER THE COMPANY DESIRES THE
ISSUANCE OF A LETTER OF CREDIT, THE COMPANY WILL GIVE THE ISSUING LENDER WRITTEN
NOTICE WITH A COPY TO THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M.,
CHARLOTTE TIME, THE APPLICABLE NUMBER OF BUSINESS DAYS (OR SUCH SHORTER PERIOD
AS IS ACCEPTABLE TO THE ISSUING LENDER IN ANY GIVEN CASE) PRIOR TO THE REQUESTED
DATE OF ISSUANCE THEREOF.
EACH SUCH NOTICE (EACH, A "LETTER OF CREDIT NOTICE")
SHALL BE IRREVOCABLE, SHALL BE GIVEN IN THE FORM OF EXHIBIT B-4 AND SHALL
SPECIFY (I) THE REQUESTED DATE OF ISSUANCE, WHICH SHALL BE A BUSINESS DAY,
(II) THE REQUESTED STATED AMOUNT AND EXPIRY DATE OF THE LETTER OF CREDIT,
(III) THE APPLICABLE CURRENCY, AND (IV) THE NAME AND ADDRESS OF THE REQUESTED
BENEFICIARY OR BENEFICIARIES OF THE LETTER OF CREDIT.
THE COMPANY WILL ALSO
COMPLETE ANY APPLICATION PROCEDURES AND DOCUMENTS REASONABLY REQUIRED BY THE
ISSUING LENDER IN CONNECTION WITH THE ISSUANCE OF ANY LETTER OF CREDIT.
UPON
ITS ISSUANCE OF ANY LETTER OF CREDIT, THE ISSUING LENDER WILL PROMPTLY NOTIFY
THE ADMINISTRATIVE AGENT OF SUCH ISSUANCE, AND THE ADMINISTRATIVE AGENT WILL
GIVE PROMPT NOTICE THEREOF TO EACH