Common use of Evergreen Letters of Credit Clause in Contracts

Evergreen Letters of Credit. If the Borrower Representative so requests in any Letter of Credit application, the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit) agrees to issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that (i) any such Evergreen Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a date (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and no such Evergreen Letter of Credit shall have an expiry date later than the earlier to occur of (i) the date that is one year after the date of the issuance of such Evergreen Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided, however, that, notwithstanding clause (ii) above the expiry date of an Evergreen Letter of Credit may be up to one year later than the fifth Business Day prior to the Maturity Date if the Borrower Cash Collateralizes such Evergreen Letter of Credit on or before the fifth Business Day prior to the Maturity Date (in which case the Revolving Lenders shall cease to have risk participation therein following the Maturity Date). Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required to make a specific request to such Issuing Bank for any such renewal.

Evergreen Letters of Credit. If The Lenders agree that, while an Evergreen LC is outstanding and prior to the Maturity Date, at the option of the Borrower Representative so requests in any Letter and upon the written request of Credit application, the applicable U.S. Borrower received by the Issuing Bank (in with a copy to the case of U.S. Letters of CreditAdministrative Agent) no more than fifty (50) days and at least twenty (20) days (or such shorter time as the applicable Multicurrency Issuing Bank (may agree in a particular instance) prior to the case effective Non-Extension Date thereof, the Issuing Bank shall be entitled to authorize or permit the automatic extension of Multicurrency Letters such Evergreen LC. Each such request from the Borrower for extension of Credit) agrees to issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that LC shall be in writing and shall specify: (i) any such the Evergreen Letter LC to be extended; (ii) the proposed effective date of Credit must permit extension of the Evergreen LC (which shall be a Business Day except to the extent it is the expiry date of the applicable Evergreen LC and no action of the Issuing Bank to prevent any is required on such renewal at least once in each twelve-month period date); (commencing with iii) the revised expiry date of issuance of such Letter of Credit) by giving prior notice the Evergreen LC (which, subject to the beneficiary thereof Section 2.06(c), shall not later than a date (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and no such Evergreen Letter of Credit shall have an expiry date later than the earlier to occur of (iA) the date that is one year after the then effective expiry date of the issuance of such Evergreen Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) LC and (iiB) the date that is five Business Days prior to the Maturity Date); and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to so extend or permit the extension of any Evergreen LC if the Issuing Bank would have no obligation as of the proposed effective date of extension to issue or amend such Evergreen LC in its extended form under the terms of this Agreement (including Section 4.02). If as of the date twenty (20) days prior to the Non-Extension Date of any Evergreen LC the Issuing Bank would be entitled to authorize the extension of such Evergreen LC in accordance with this Section 2.06(k) upon the request of the Borrower but the Issuing Bank shall not have received a request from the Borrower to cause or permit such extension or a written direction from the Borrower to not cause or permit such extension, the Borrower shall be deemed to have delivered a request to cause the extension of such Letter of Credit. In addition, upon the direction of the Borrower for any Evergreen LC, the Issuing Bank shall give such notice as is necessary to prevent an automatic extension of the expiry date of such Evergreen LC; provided, however, that, notwithstanding clause that in no event shall the Issuing Bank have liability to any party thereto for its failure to give such notice if written direction to give such notice is received by the Issuing Bank less than twenty (ii20) above the expiry date of an Evergreen Letter of Credit may be up to one year later than the fifth Business Day days prior to the Maturity Non-Extension Date if for such Evergreen LC. The Issuing Bank will provide to the Administrative Agent and the Borrower Cash Collateralizes such a copy of any notice of non-extension given to an Evergreen Letter of Credit on or before the fifth Business Day prior LC beneficiary pursuant to the Maturity Date (in which case the Revolving Lenders shall cease to have risk participation therein following the Maturity Date). Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required to make a specific request to such Issuing Bank for any such renewalthis Section.

Evergreen Letters of Credit. If the Borrower Representative so requests in any Letter of Credit application, the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit) agrees to issue a Letter of Credit that has automatic renewal extension provisions (each, an “Evergreen Letter of Credit”); provided that (i) any such Evergreen Letter of Credit must permit the Issuing Bank to prevent any such renewal extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a date (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and no such Evergreen Letter of Credit shall have an expiry date later than the earlier to occur of (i) the date that is one year after the date of the issuance of such Evergreen Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided, however, that, notwithstanding clause (ii) above the expiry date of an Evergreen Letter of Credit may be up to one year later than the fifth Business Day prior to the Maturity Date if the Borrower Cash Collateralizes such Evergreen Letter of Credit on or before the fifth Business Day prior to the Maturity Date (in which case the Revolving Lenders shall cease to have risk participation therein following the Maturity Date). Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required to make a specific request to such Issuing Bank for any such renewalextension.

Evergreen Letters of Credit. If The Lenders agree that, while an Evergreen LC is outstanding and prior to the Maturity Date, at the option of the Borrower Representative so requests in any Letter and upon the written request of Credit application, the applicable U.S. Borrower received by the Issuing Bank (in with a copy to the case of U.S. Letters of CreditAdministrative Agent) no more than fifty (50) days and at least twenty (20) days (or such shorter time as the applicable Multicurrency Issuing Bank (may agree in a particular instance) prior to the case effective Non-Extension Date thereof, the Issuing Bank shall be entitled to authorize or permit the automatic extension of Multicurrency Letters such Evergreen LC. Each such request from the Borrower for extension of Credit) agrees to issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that LC shall be in writing and shall specify: (i) any such the Evergreen Letter LC to be extended; (ii) the proposed effective date of Credit must permit extension of the Evergreen LC (which shall be a Business Day except to the extent it is the expiry date of the applicable Evergreen LC and no action of the Issuing Bank to prevent any is required on such renewal at least once in each twelve-month period date); (commencing with iii) the revised expiry date of issuance of such Letter of Credit) by giving prior notice the Evergreen LC (which, subject to the beneficiary thereof Section 2.05(c), shall not later than a date (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and no such Evergreen Letter of Credit shall have an expiry date later than the earlier to occur of (iA) the date that is one year after the then effective expiry date of the issuance of such Evergreen Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) LC and (iiB) the date that is five Business Days prior to the Maturity Date); and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to so extend or permit the extension of any Evergreen LC if the Issuing Bank would have no obligation as of the proposed effective date of extension to issue or amend such Evergreen LC in its extended form under the terms of this Agreement (including Section 4.02). If as of the date twenty (20) days prior to the Non-Extension Date of any Evergreen LC the Issuing Bank would be entitled to authorize the extension of such Evergreen LC in accordance with this Section 2.05(k) upon the request of the Borrower but the Issuing Bank shall not have received a request from the Borrower to cause or permit such extension or a written direction from the Borrower to not cause or permit such extension, Borrower shall be deemed to have delivered a request to cause the extension of such Letter of Credit. In addition, upon the direction of the Borrower for any Evergreen LC, the Issuing Bank shall give such notice as is necessary to prevent an automatic extension of the expiry date of such Evergreen LC; provided, however, that, notwithstanding clause that in no event shall the Issuing Bank have liability to any party thereto for its failure to give such notice if written direction to give such notice is received by the Issuing Bank less than twenty (ii20) above the expiry date of an Evergreen Letter of Credit may be up to one year later than the fifth Business Day days prior to the Maturity Non-Extension Date if for such Evergreen LC. The Issuing Bank will provide to the Administrative Agent and the Borrower Cash Collateralizes such a copy of any notice of non-extension given to an Evergreen Letter of Credit on or before the fifth Business Day prior LC beneficiary pursuant to the Maturity Date (in which case the Revolving Lenders shall cease to have risk participation therein following the Maturity Date). Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required to make a specific request to such Issuing Bank for any such renewalthis Section.

Evergreen Letters of Credit. If the Borrower Representative so requests in any --------------------------- Notice for issuance of a Letter of Credit applicationCredit, the applicable U.S. Issuing Bank (Agent may, in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit) agrees its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “"Evergreen Letter of Credit”"); provided provided, however, -------- that (i1) no such Evergreen Letter of Credit shall have any such provision extending its expiration date beyond the Letters of Credit Expiration Date; and (2) that any Evergreen Letter of Credit must permit the Issuing Bank Agent to prevent any such automatic renewal at least once in each twelve-month period (commencing with the date of issuance of such Evergreen Letter of Credit) by giving prior notice to the Borrower and the beneficiary thereof not later than a date (the “Non-Renewal "Nonrenewal Notice Date”") in each such twelve-month period to be agreed upon at the time such Evergreen Letter of Credit is issued and no such issued. Once an Evergreen Letter of Credit has been issued, the Banks shall be deemed to have an expiry date later than the earlier to occur of authorized (ibut may not require) the date that is one year after Agent to permit the date renewal of the issuance of such an Evergreen Letter of Credit (or, in beyond its expiration date at any time to a date not later than the case Letters of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Credit Expiration Date; provided, however, that, notwithstanding clause that the Agent shall not -------- ------- permit such automatic renewal if (iiA) above the expiry date of an Evergreen Letter of Credit may be up Agent would have no obligation at such time to one year later than the fifth Business Day prior to the Maturity Date if the Borrower Cash Collateralizes issue such Evergreen Letter of Credit in its renewed form, or any other Letter of Credit, under the terms hereof, or (B) it has received notice (which may be by telephone, telecopier, facsimile or in writing) on or before the fifth Business Day prior immediately preceding the Nonrenewal Notice Date that the Majority Banks have elected not to permit such renewal. Notwithstanding anything to the Maturity Date (contrary contained herein, nothing in which case this Section 1.14F shall be construed to impose any obligation on the Revolving Lenders shall cease Agent to have risk participation therein following permit the Maturity Date). Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required to make a specific request to such Issuing Bank for renewal of any such renewalEvergreen Letter of Credit at any time.

Evergreen Letters of Credit. If The Lenders agree that, while an Evergreen LC is outstanding and prior to the Maturity Date, at the option of the Borrower Representative so requests in any Letter and upon the written request of Credit application, the applicable U.S. Borrower received by the Issuing Bank (in with a copy to the case of U.S. Letters of CreditAdministrative Agent) no more than fifty (50) days and at least twenty (20) days (or such shorter time as the applicable Multicurrency Issuing Bank (may agree in a particular instance) prior to the case effective Non-Extension Date thereof, the Issuing Bank shall be entitled to authorize or permit the automatic extension of Multicurrency Letters such Evergreen LC. Each such request from the Borrower for extension of Credit) agrees to issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that LC shall be in writing and shall specify: (i) any such the Evergreen Letter LC to be extended; (ii) the proposed effective date of Credit must permit extension of the Evergreen LC (which shall be a Business Day except to the extent it is the expiry date of the applicable Evergreen LC and no action of the Issuing Bank to prevent any is required on such renewal at least once in each twelve-month period date); (commencing with iii) the revised expiry date of issuance of such Letter of Credit) by giving prior notice the Evergreen LC (which, subject to the beneficiary thereof Section 2.04(c), shall not later than a date (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and no such Evergreen Letter of Credit shall have an expiry date later than the earlier to occur of (iA) the date that is one year after the then effective expiry date of the issuance of such Evergreen Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) LC and (iiB) the date that is five Business Days prior to the Maturity Date); and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to so extend or permit the extension of any Evergreen LC if the Issuing Bank would have no obligation as of the proposed effective date of extension to issue or amend such Evergreen LC in its extended form under the terms of this Agreement (including Section 4.02). If as of the date twenty (20) days prior to the Non-Extension Date of any Evergreen LC the Issuing Bank would be entitled to authorize the extension of such Evergreen LC in accordance with this Section 2.04(k) upon the request of the Borrower but the Issuing Bank shall not have received a request from the Borrower to cause or permit such extension or a written direction from the Borrower to not cause or permit such extension, the Borrower shall be deemed to have delivered a request to cause the extension of such Letter of Credit. In addition, upon the direction of the Borrower for any Evergreen LC, the Issuing Bank shall give such notice as is necessary to prevent an automatic extension of the expiry date of such Evergreen LC; provided, however, that, notwithstanding clause that in no event shall the Issuing Bank have liability to any party thereto for its failure to give such notice if written direction to give such notice is received by the Issuing Bank less than twenty (ii20) above the expiry date of an Evergreen Letter of Credit may be up to one year later than the fifth Business Day days prior to the Maturity Non-Extension Date if for such Evergreen LC. The Issuing Bank will provide to the Administrative Agent and the Borrower Cash Collateralizes such a copy of any notice of non-extension given to an Evergreen Letter of Credit on or before the fifth Business Day prior LC beneficiary pursuant to the Maturity Date (in which case the Revolving Lenders shall cease to have risk participation therein following the Maturity Date). Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required to make a specific request to such Issuing Bank for any such renewalthis Section.

Evergreen Letters of Credit. If the Borrower Representative so requests in any Letter of Credit application, the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit) agrees to issue a Letter of Credit that has automatic renewal renewalextension provisions (each, an “Evergreen Letter of Credit”); provided that (i) any such Evergreen Letter of Credit must permit the Issuing Bank to prevent any such renewal renewalextension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a date (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and no such Evergreen Letter of Credit shall have an expiry date later than the earlier to occur of (i) the date that is one year after the date of the issuance of such Evergreen Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided, however, that, notwithstanding clause (ii) above the expiry date of an Evergreen Letter of Credit may be up to one year later than the fifth Business Day prior to the Maturity Date if the Borrower Cash Collateralizes such Evergreen Letter of Credit on or before the fifth Business Day prior to the Maturity Date (in which case the Revolving Lenders shall cease to have risk participation therein following the Maturity Date). Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required to make a specific request to such Issuing Bank for any such renewalrenewalextension.

Evergreen Letters of Credit. If The Lenders agree that, while an Evergreen LC is outstanding and prior to the Maturity Date, at the option of the Applicable Borrower Representative so requests in any Letter and upon the written request of Credit application, such Borrower received by the applicable U.S. Issuing Bank (in with a copy to the case of U.S. Letters of CreditAdministrative Agent) no more than fifty (50) days and at least twenty (20) days (or such shorter time as the applicable Multicurrency Issuing Bank (may agree in a particular instance) prior to the case effective Non-Extension Date thereof, the Issuing Bank shall be entitled to authorize or permit the automatic extension of Multicurrency Letters such Evergreen LC. Each such request from a Borrower for extension of Credit) agrees to issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that LC shall be in writing and shall specify: (i) any such the Evergreen Letter LC to be extended; (ii) the proposed effective date of Credit must permit extension of the Evergreen LC (which shall be a Business Day except to the extent it is the expiry date of the applicable Evergreen LC and no action of the Issuing Bank to prevent any is required on such renewal at least once in each twelve-month period date); (commencing with iii) the revised expiry date of issuance of such Letter of Credit) by giving prior notice the Evergreen LC (which, subject to the beneficiary thereof Section 2.05(c), shall not later than a date (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and no such Evergreen Letter of Credit shall have an expiry date later than the earlier to occur of (iA) the date that is one year after the then effective expiry date of the issuance of such Evergreen Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) LC and (iiB) the date that is five Business Days prior to the Maturity Date); and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to so extend or permit the extension of any Evergreen LC if the Issuing Bank would have no obligation as of the proposed effective date of extension to issue or amend such Evergreen LC in its extended form under the terms of this Agreement (including Section 4.02). If as of the date twenty (20) days prior to the Non-Extension Date of any Evergreen LC the Issuing Bank would be entitled to authorize the extension of such Evergreen LC in accordance with this Section 2.05(k) upon the request of a Borrower but the Issuing Bank shall not have received a request from such Borrower to cause or permit such extension or a written direction from such Borrower to not cause or permit such extension, such Borrower shall be deemed to have delivered a request to cause the extension of such Letter of Credit. In addition, upon the direction of a Borrower for any Evergreen LC, the Issuing Bank shall give such notice as is necessary to prevent an automatic extension of the expiry date of such Evergreen LC; provided, however, that, notwithstanding clause that in no event shall the Issuing Bank have liability to any party thereto for its failure to give such notice if written direction to give such notice is received by the Issuing Bank less than twenty (ii20) above the expiry date of an Evergreen Letter of Credit may be up to one year later than the fifth Business Day days prior to the Maturity Non-Extension Date if the Borrower Cash Collateralizes for such Evergreen Letter of Credit on or before the fifth Business Day prior LC. The Issuing Bank will provide to the Maturity Date (in which case Administrative Agent and the Revolving Lenders shall cease Applicable Borrower a copy of any notice of non-extension given to have risk participation therein following the Maturity Date). Unless otherwise directed by the applicable Issuing Bank, the Borrower Representative shall not be required an Evergreen LC beneficiary pursuant to make a specific request to such Issuing Bank for any such renewalthis Section.