CREDIT ISSUER IS ENTITLED TO
DECLINE TO EXTEND OR RENEW THE LETTER OF CREDIT (THE "LETTER OF CREDIT ISSUER
INDICATION DATE").
REGARDLESS OF WHETHER THE REQUIREMENTS OF THIS SECTION 1.4
ARE MET AND REGARDLESS OF WHETHER A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, A LENDER MAY DECLINE, IN ITS SOLE JUDGMENT, TO CONSENT TO ANY
EXTENSION OR RENEWAL OF ANY LETTER OF CREDIT, INCLUDING, WITHOUT LIMITATION,
WITH RESPECT TO ANY LETTER OF CREDIT CONTAINING "EVERGREEN" OR AUTOMATIC RENEWAL
PROVISIONS.
WITH RESPECT TO ANY LETTER OF CREDIT WITH "EVERGREEN" OR AUTOMATIC
RENEWAL PROVISIONS, UPON THE RECEIPT OF AN INSTRUCTION BY THE REQUIRED LENDERS
TO NOT GRANT ANY EXTENSION OR RENEWAL WITH RESPECT TO SUCH LETTER OF CREDIT
(WHICH INSTRUCTION MUST BE PROVIDED TO THE LETTER OF CREDIT ISSUER AT LEAST FIVE
(5) BUSINESS DAYS IN ADVANCE OF THE LETTER OF CREDIT ISSUER DATE AND A COPY OF
SUCH INSTRUCTION MUST BE PROMPTLY DELIVERED TO THE BORROWERS), THE AGENT SHALL
CAUSE THE LETTER OF CREDIT ISSUER TO EXERCISE ANY RIGHTS TO TERMINATE SUCH
LETTER OF CREDIT, AS SET FORTH THEREIN.
8
(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 REQUESTED 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 THE REQUESTED LETTER 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
(A) THE ORIGINAL FACE AMOUNT OF THE LETTER OF CREDIT REQUESTED, (B) THE BUSINESS