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