OBLIGATION OF BANK OF AMERICA TO ISSUE
ANY LETTER OF CREDIT IS SUBJECT TO THE SATISFACTION OF (A) THE APPLICABLE
CONDITIONS PRECEDENT CONTAINED IN ARTICLE 5 AND (B) THE FOLLOWING ADDITIONAL
CONDITIONS PRECEDENT IN A MANNER SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
BANK OF AMERICA:
(I)
THE BORROWER SHALL HAVE DELIVERED TO BANK OF AMERICA AND THE
ADMINISTRATIVE AGENT AT SUCH TIMES AND IN SUCH MANNER AS BANK OF AMERICA OR THE
ADMINISTRATIVE AGENT MAY PRESCRIBE (INCLUDING BY ELECTRONIC SUBMISSION) AN
APPLICATION IN FORM AND SUBSTANCE SATISFACTORY TO BANK OF AMERICA AND THE
ADMINISTRATIVE AGENT FOR THE ISSUANCE OF THE LETTER OF CREDIT, A REIMBURSEMENT
AGREEMENT (WHICH MAY BE A MASTER REIMBURSEMENT AGREEMENT APPLICABLE TO MORE THAN
ONE LETTER OF CREDIT) AND SUCH OTHER DOCUMENTS AS MAY BE REQUIRED PURSUANT TO
THE TERMS THEREOF, AND THE FORM AND TERMS OF
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THE PROPOSED LETTER OF CREDIT SHALL BE SATISFACTORY TO BANK OF AMERICA AND THE
ADMINISTRATIVE AGENT; AND
(II)
AS OF THE DATE OF ISSUANCE, NO ORDER OF ANY GOVERNMENTAL
AUTHORITY SHALL PURPORT BY ITS TERMS TO ENJOIN OR RESTRAIN BANKS GENERALLY FROM
ISSUING LETTERS OF CREDIT OF THE TYPE AND IN THE AMOUNT OF THE PROPOSED LETTER
OF CREDIT, AND NO LAW, RULE OR REGULATION APPLICABLE TO BANKS GENERALLY AND NO
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY
GOVERNMENTAL AUTHORITY SHALL PROHIBIT THE ISSUANCE OR REQUEST THAT BANK OF
AMERICA REFRAIN FROM THE ISSUANCE OF LETTERS OF CREDIT GENERALLY OR THE ISSUANCE
OF SUCH LETTER OF CREDIT.
SECTION 3.4
ISSUANCE OF LETTERS OF CREDIT.
(A)
REQUEST FOR ISSUANCE.
THE BORROWER SHALL GIVE BANK OF AMERICA
WRITTEN NOTICE OF THE BORROWER'S REQUEST FOR THE ISSUANCE OF ANY STANDBY LETTER
OF CREDIT NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF ISSUANCE
AND OF ANY COMMERCIAL OR DOCUMENTARY LETTER OF CREDIT NO LATER THAN THE BUSINESS
DAY PRIOR TO THE DATE OF ISSUANCE.
SUCH NOTICE SHALL BE IRREVOCABLE AND SHALL
SPECIFY THE ORIGINAL FACE AMOUNT OF THE LETTER OF CREDIT REQUESTED, THE
EFFECTIVE DATE (WHICH DATE SHALL BE A BUSINESS DAY) OF ISSUANCE OF SUCH
REQUESTED LETTER OF CREDIT, WHETHER SUCH LETTER OF CREDIT MAY BE DRAWN IN A
SINGLE OR IN MULTIPLE DRAWS, THE DATE ON WHICH SUCH REQUESTED LETTER OF CREDIT
IS TO EXPIRE (WHICH DATE SHALL BE A BUSINESS DAY EARLIER THAN THE 30TH DAY PRIOR
TO THE TERMINATION DATE), THE PURPOSE FOR WHICH SUCH LETTER OF CREDIT IS TO BE
ISSUED AND THE BENEFICIARY OF THE REQUESTED LETTER OF CREDIT.
THE BORROWER
SHALL ATTACH TO SUCH NOTICE THE FORM OF THE LETTER OF CREDIT THAT THE BORROWER
REQUEST TO BE ISSUED.
(B)
RESPONSIBILITIES OF THE AGENT; ISSUANCE.
THE ADMINISTRATIVE AGENT
SHALL DETERMINE (INCLUDING AT THE REQUEST OF BANK OF AMERICA, AS ISSUER), AS OF
THE BUSINESS DAY IMMEDIATELY PRECEDING THE REQUESTED EFFECTIVE DATE OF ISSUANCE
OF THE LETTER OF CREDIT SET FORTH IN THE NOTICE FROM THE BORROWER PURSUANT TO
SECTION 3.4(A), THE AMOUNT OF THE LETTER