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 FORM, TERMS AND PURPOSE OF THE PROPOSED LETTER OF CREDIT
SHALL BE REASONABLY SATISFACTORY TO THE AGENT AND THE LETTER OF CREDIT ISSUER;
AND
(II)
AS OF THE DATE OF ISSUANCE, NO ORDER OF ANY COURT, ARBITRATOR OR
GOVERNMENTAL AUTHORITY SHALL PURPORT BY ITS TERMS TO ENJOIN OR RESTRAIN MONEY
CENTER 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 MONEY CENTER BANKS GENERALLY AND NO REQUEST OR DIRECTIVE (WHETHER
OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL AUTHORITY WITH
JURISDICTION OVER MONEY CENTER BANKS GENERALLY SHALL PROHIBIT, OR REQUEST THAT
THE PROPOSED LETTER OF CREDIT ISSUER REFRAIN FROM, THE ISSUANCE OF LETTERS OF
CREDIT GENERALLY OR THE ISSUANCE OF SUCH LETTERS OF CREDIT.
(D)
ISSUANCE OF LETTERS OF CREDIT.
(I)
REQUEST FOR ISSUANCE.
A BORROWER MUST NOTIFY THE AGENT OF A
REQUESTED LETTER OF CREDIT AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE
PROPOSED
7
ISSUANCE DATE.
SUCH NOTICE SHALL BE IRREVOCABLE AND MUST SPECIFY THE ORIGINAL
FACE AMOUNT OF THE LETTER OF CREDIT REQUESTED, THE BUSINESS DAY OF ISSUANCE OF
SUCH REQUESTED LETTER OF CREDIT, WHETHER SUCH LETTER OF CREDIT MAY BE DRAWN IN A
SINGLE OR IN PARTIAL DRAWS, THE BUSINESS DAY ON WHICH THE REQUESTED LETTER OF
CREDIT IS TO EXPIRE, 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 PROPOSED FORM OF THE LETTER OF CREDIT.
(II)
RESPONSIBILITIES OF THE AGENT; ISSUANCE.
AS OF THE BUSINESS DAY
IMMEDIATELY PRECEDING THE REQUESTED ISSUANCE DATE OF THE LETTER OF CREDIT, THE
AGENT SHALL DETERMINE THE AMOUNT OF THE APPLICABLE UNUSED LETTER OF CREDIT
SUBFACILITY, THE AVAILABILITY OF FMC OR FRC, AS APPLICABLE AND THE AGGREGATE
AVAILABILITY.
IF (I) THE FACE AMOUNT OF THE REQUESTED LETTER OF CREDIT IS LESS
THAN THE UNUSED LETTER OF CREDIT SUBFACILITY AND (II) THE AMOUNT OF SUCH
REQUESTED LETTER OF CREDIT AND ALL COMMISSIONS, FEES, AND CHARGES DUE FROM THE
BORROWER IN CONNECTION WITH THE OPENING THEREOF WOULD NOT EXCEED THE
AVAILABILITY OF FMC OR FRC, AS APPLICABLE, THE AGENT SHALL CAUSE THE LETTER OF
CREDIT ISSUER TO ISSUE THE REQUESTED LETTER OF CREDIT ON THE REQUESTED ISSUANCE
DATE SO LONG