currency in which the letter of credit is denominated,
(vi) the name of the beneficiary, (vii) the expiry date and (viii) whether such
letter of credit constitutes a standby letter of credit or a trade letter of
credit).
Each such letter of credit which remains outstanding on the Funding
Date, including any extension or renewal thereof in accordance with the terms
thereof and hereof (each, as amended from time to time in accordance with the
terms thereof and hereof, an "Existing Letter of Credit") shall constitute a
"U.S. Facility Letter of Credit" or "Canadian Facility Letter of Credit" as
specified on Schedule 3.01(a) for all purposes of this Agreement and shall be
deemed issued on the Funding Date.
Each Existing Letter of Credit shall be
deemed to have been issued for the account of the respective Borrowers as
specified on Schedule 3.01(a).
(B)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS SET FORTH HEREIN
(INCLUDING, WITHOUT LIMITATION, THE CONDITIONS SET FORTH IN SECTION 7), EACH
ISSUING LENDER AGREES THAT IT WILL, AT ANY TIME AND FROM TIME TO TIME ON AND
AFTER THE FUNDING DATE AND PRIOR TO THE 30TH DAY PRIOR TO THE REVOLVING LOAN
MATURITY DATE, FOLLOWING ITS RECEIPT OF THE RESPECTIVE LETTER OF CREDIT REQUEST,
ISSUE FOR (I) IN THE CASE OF A REQUEST FOR A U.S. FACILITY LETTER OF CREDIT, FOR
THE JOINT AND SEVERAL ACCOUNT OF THE U.S. BORROWERS, (II) IN THE CASE OF A
REQUEST FOR A CANADIAN FACILITY LETTER OF CREDIT BY A U.S. BORROWER, FOR THE
JOINT AND SEVERAL ACCOUNT OF THE U.S. BORROWERS AND (III) IN THE CASE OF A
REQUEST FOR A CANADIAN FACILITY LETTER OF CREDIT BY A CANADIAN BORROWER, FOR THE
JOINT AND SEVERAL ACCOUNT OF THE CANADIAN BORROWERS, AND ONE OR MORE LETTERS OF
CREDIT, IN EACH CASE AS ARE PERMITTED TO REMAIN OUTSTANDING HEREUNDER WITHOUT
GIVING RISE TO A DEFAULT OR AN EVENT OF DEFAULT; PROVIDED THAT NO ISSUING LENDER
SHALL BE UNDER ANY OBLIGATION TO ISSUE ANY LETTER OF CREDIT OF THE TYPES
DESCRIBED ABOVE IF AT THE TIME OF SUCH ISSUANCE:
(I)
ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR SHALL PURPORT BY ITS TERMS TO ENJOIN OR RESTRAIN SUCH ISSUING LENDER
FROM ISSUING SUCH LETTER OF CREDIT OR ANY REQUIREMENT OF LAW APPLICABLE TO SUCH
ISSUING LENDER OR ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF
LAW) FROM ANY GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH ISSUING LENDER
SHALL PROHIBIT, OR REQUEST THAT SUCH ISSUING LENDER REFRAIN FROM, THE ISSUANCE
OF LETTERS OF CREDIT GENERALLY OR SUCH LETTER OF
106
CREDIT IN PARTICULAR OR SHALL IMPOSE UPON SUCH ISSUING LENDER WITH RESPECT TO
SUCH LETTER OF CREDIT ANY RESTRICTION OR RESERVE OR CAPITAL REQUIREMENT (FOR
WHICH SUCH ISSUING LENDER IS NOT OTHERWISE COMPENSATED HEREUNDER) NOT IN EFFECT
WITH RESPECT TO SUCH ISSUING LENDER ON THE DATE HEREOF, OR ANY UNREIMBURSED
LOSS, COST OR EXPENSE WHICH WAS NOT APPLICABLE OR IN EFFECT WITH RESPECT TO SUCH
ISSUING LENDER