THE SATISFACTION OF THE CONDITIONS CONTAINED IN SECTIONS 5.1 AND 5.2, THE
OBLIGATION OF THE LENDER TO ISSUE ANY LETTER OF CREDIT IS SUBJECT TO THE
SATISFACTION IN FULL OF THE FOLLOWING CONDITIONS:
(A)
THE BORROWER SHALL HAVE DELIVERED TO THE LENDER
AT SUCH TIMES AND IN SUCH MANNER AS LENDER MAY REASONABLY PRESCRIBE, A REQUEST
FOR ISSUANCE OF SUCH LETTER OF CREDIT IN SUBSTANTIALLY THE FORM OF EXHIBIT B
HERETO (EACH SUCH REQUEST A "REQUEST FOR LETTER OF CREDIT"), DULY EXECUTED
APPLICATIONS FOR SUCH LETTER OF CREDIT AND SUCH LETTER OF CREDIT AGREEMENT AS
REQUIRED BY LENDER, AND SUCH OTHER DOCUMENTS, INSTRUCTIONS AND AGREEMENTS AS MAY
BE REQUIRED PURSUANT TO THE TERMS THEREOF (ALL SUCH APPLICATIONS, DOCUMENTS,
INSTRUCTIONS, AND AGREEMENTS BEING REFERRED TO HEREIN AS THE "L/C DOCUMENTS") TO
WHICH L/C DOCUMENTS BORROWER AGREES TO BE BOUND, (PROVIDED IN THE EVENT OF ANY
CONFLICT IN TERMS BETWEEN THIS AGREEMENT AND THE L/C DOCUMENTS, THIS AGREEMENT'S
TERMS SHALL GOVERN) AND THE PROPOSED LETTER OF CREDIT SHALL BE REASONABLY
SATISFACTORY TO LENDER AS TO FORM AND CONTENT; AND
37
(B)
AS OF THE DATE OF ISSUANCE NO ORDER, JUDGMENT
OR DECREE OF ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY SHALL PURPORT BY
ITS TERMS TO ENJOIN OR RESTRAIN THE APPLICABLE LENDER FROM ISSUING SUCH LETTER
OF CREDIT AND NO LAW, RULE OR REGULATION APPLICABLE TO SUCH LENDER AND NO
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM A
GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER LENDER SHALL PROHIBIT OR REQUEST
THAT LENDER REFRAIN FROM THE ISSUANCE OF LETTERS OF CREDIT GENERALLY OR THE
ISSUANCE OF THAT LETTER OF CREDIT.
(C)
IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THIS AGREEMENT AND THE TERMS OF ANY APPLICATION FOR A LETTER OF CREDIT,
THE TERMS OF THIS AGREEMENT SHALL CONTROL.
3.5
PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
ARTICLE III AND PROVIDED THAT THE APPLICABLE CONDITIONS SET FORTH IN
SECTIONS 5.1 AND 5.2 HEREOF HAVE BEEN SATISFIED, THE LENDER SHALL, ON THE
REQUESTED DATE, ISSUE A LETTER OF CREDIT ON BEHALF OF THE BORROWER IN ACCORDANCE
WITH LENDER'S USUAL AND CUSTOMARY BUSINESS PRACTICES AND, IN THIS CONNECTION,
LENDER MAY, ASSUME THAT THE APPLICABLE CONDITIONS SET FORTH IN SECTION 5.2
HEREOF HAVE BEEN SATISFIED UNLESS LENDER HAS KNOWLEDGE THAT THE APPLICABLE
CONDITIONS HAVE NOT BEEN MET.
(B)
LENDER SHALL NOT EXTEND OR AMEND ANY LETTER
OF CREDIT UNLESS THE REQUIREMENTS OF THIS SECTION 3.5 ARE MET AS THOUGH A NEW
LETTER OF CREDIT WAS BEING REQUESTED AND ISSUED.
3.6
REIMBURSEMENT OBLIGATION.
THE BORROWER
AGREES UNCONDITIONALLY, IRREVOCABLY AND ABSOLUTELY TO PAY IMMEDIATELY TO THE
LENDER, THE AMOUNT OF EACH ADVANCE DRAWN UNDER OR PURSUANT TO A LETTER OF CREDIT
OR AN L/C DRAFT RELATED THERETO (SUCH OBLIGATION OF THE BORROWER TO REIMBURSE
THE LENDER FOR AN ADVANCE MADE UNDER A LETTER OF CREDIT OR L/C DRAFT BEING
HEREINAFTER REFERRED TO AS A "REIMBURSEMENT OBLIGATION" WITH RESPECT TO SUCH
LETTER OF CREDIT OR