BE A
REPRESENTATION BY THE BORROWERS THAT THE L/C CREDIT EXTENSION SO REQUESTED
COMPLIES WITH THE CONDITIONS SET FORTH IN THE PROVISO TO THE PRECEDING SENTENCE.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
THE BORROWERS' ABILITY TO OBTAIN LETTERS OF CREDIT SHALL BE FULLY REVOLVING, AND
ACCORDINGLY THE BORROWERS MAY, DURING THE FOREGOING PERIOD, OBTAIN LETTERS OF
CREDIT TO REPLACE LETTERS OF CREDIT THAT HAVE EXPIRED OR THAT HAVE BEEN DRAWN
UPON AND REIMBURSED.
ALL EXISTING LETTERS OF CREDIT SHALL BE DEEMED TO HAVE
BEEN ISSUED PURSUANT HERETO, AND FROM AND AFTER THE CLOSING DATE SHALL BE
SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS HEREOF.
(II)
NO L/C ISSUER SHALL ISSUE ANY LETTER OF CREDIT, IF:
(A)
SUBJECT TO SECTION 2.04(B)(III), THE EXPIRY DATE OF SUCH
REQUESTED LETTER OF CREDIT WOULD OCCUR MORE THAN TWELVE MONTHS AFTER THE DATE OF
ISSUANCE OR LAST EXTENSION, UNLESS THE REQUIRED LENDERS HAVE APPROVED SUCH
EXPIRY DATE; OR
(B)
THE EXPIRY DATE OF SUCH REQUESTED LETTER OF CREDIT WOULD OCCUR
AFTER THE LETTER OF CREDIT EXPIRATION DATE, UNLESS ALL THE LENDERS (OTHER THAN
ANY DEFAULTING LENDER) HAVE APPROVED SUCH EXPIRY DATE.
(III)
NO L/C ISSUER SHALL BE UNDER ANY OBLIGATION TO ISSUE ANY
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 L/C ISSUER FROM
ISSUING SUCH LETTER OF CREDIT, OR ANY LAW APPLICABLE TO SUCH L/C ISSUER OR ANY
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY
GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH L/C ISSUER SHALL PROHIBIT, OR
REQUEST THAT SUCH L/C ISSUER REFRAIN FROM, THE ISSUANCE OF LETTERS OF CREDIT
GENERALLY OR SUCH LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON SUCH L/C
ISSUER WITH RESPECT TO SUCH LETTER OF CREDIT ANY RESTRICTION, RESERVE OR CAPITAL
REQUIREMENT (FOR WHICH SUCH L/C ISSUER IS NOT OTHERWISE COMPENSATED HEREUNDER)
NOT IN EFFECT ON THE CLOSING DATE, OR SHALL IMPOSE UPON SUCH L/C ISSUER ANY
UNREIMBURSED LOSS, COST OR EXPENSE WHICH WAS NOT APPLICABLE ON THE CLOSING DATE
AND WHICH SUCH L/C ISSUER IN GOOD FAITH DEEMS MATERIAL TO IT;
(B)
THE ISSUANCE OF SUCH LETTER OF CREDIT WOULD VIOLATE ONE OR
MORE LAWS OR POLICIES OF SUCH L/C ISSUER APPLICABLE TO LETTERS OF CREDIT
GENERALLY;
(C)
EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT AND
SUCH L/C ISSUER, SUCH LETTER OF CREDIT IS IN AN INITIAL STATED AMOUNT LESS THAN
$10,000, IN THE CASE OF A COMMERCIAL LETTER OF CREDIT, OR $50,000, IN THE CASE
OF A STANDBY LETTER OF CREDIT;
(D)
EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT AND SUCH
L/C ISSUER, SUCH LETTER OF CREDIT IS TO BE DENOMINATED IN A CURRENCY OTHER THAN
DOLLARS OR AN ALTERNATIVE CURRENCY; OR
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(E)
ANY LENDER IS AT THAT TIME A DEFAULTING LENDER, UNLESS SUCH
L/C ISSUER HAS ENTERED INTO ARRANGEMENTS, INCLUDING THE DELIVERY OF CASH
COLLATERAL, SATISFACTORY TO SUCH