CREDIT.
WITH
RESPECT TO ANY LETTER OF CREDIT WHICH CONTAINS ANY "EVERGREEN" OR AUTOMATIC
RENEWAL PROVISION, EACH LENDER SHALL BE DEEMED TO HAVE CONSENTED TO ANY SUCH
EXTENSION OR RENEWAL UNLESS ANY REVOLVING CREDIT LENDER SHALL HAVE PROVIDED TO
THE AGENT WRITTEN NOTICE THAT IT DECLINES TO CONSENT TO ANY SUCH EXTENSION OR
RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO THE DATE ON WHICH THE LETTER OF
CREDIT ISSUER IS ENTITLED TO DECLINE TO EXTEND OR RENEW THE LETTER OF CREDIT.
IF ALL OF THE REQUIREMENTS OF THIS SECTION 1.4 ARE MET AND NO DEFAULT OR EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING, NO LENDER SHALL DECLINE TO CONSENT TO
ANY SUCH EXTENSION OR RENEWAL.
(C)
OTHER CONDITIONS.
IN ADDITION TO
CONDITIONS PRECEDENT CONTAINED IN ARTICLE 8, THE OBLIGATION OF THE 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 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
8
BENEFICIARY OF THE REQUESTED LETTER OF CREDIT.
THE BORROWER SHALL ATTACH TO
SUCH NOTICE THE PROPOSED FORM