FOR
PAYMENT, OR ACCEPTANCES OF USANCE DRAFTS WHEN PRESENTED FOR HONOR THEREUNDER IN
ACCORDANCE WITH THE TERMS THEREOF AND WHEN ACCOMPANIED BY THE DOCUMENTS
DESCRIBED THEREIN AND (II) HAVE AN EXPIRY DATE NOT LATER THAN TWELVE (12) MONTHS
AFTER SUCH LETTER OF CREDIT'S DATE OF ISSUANCE; PROVIDED THAT SUCH LETTERS OF
CREDIT MAY HAVE PROVISIONS AUTOMATICALLY EXTENDING THE EXPIRY DATE OF SUCH
LETTER OF CREDIT SUBJECT TO CERTAIN LIMITATIONS AND/OR CONDITIONS, BUT IN NO
EVENT LATER THAN THE LAST DAY OF THE TERM.
EACH STANDBY LETTER OF CREDIT SHALL
BE SUBJECT EITHER TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS AS
MOST RECENTLY PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE AT THE TIME A
LETTER OF CREDIT IS ISSUED (THE "UCP") OR THE INTERNATIONAL STANDBY PRACTICES
(ISP98-INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590) (THE "ISP98
RULES"), AND ANY SUBSEQUENT REVISION THEREOF AT THE TIME A STANDBY LETTER OF
CREDIT IS ISSUED, AS DETERMINED BY AGENT, AND EACH TRADE LETTER OF CREDIT SHALL
BE SUBJECT TO THE UCP.
(C)
AGENT SHALL USE ITS REASONABLE EFFORTS TO
NOTIFY LENDERS OF THE REQUEST BY BORROWING AGENT FOR A LETTER OF CREDIT
HEREUNDER.
2.11.
REQUIREMENTS FOR ISSUANCE OF LETTERS OF CREDIT.
(A)
BORROWING AGENT SHALL AUTHORIZE AND DIRECT
ANY ISSUER TO NAME THE APPLICABLE BORROWER AS THE "APPLICANT" OR "ACCOUNT PARTY"
OF EACH LETTER OF CREDIT.
IF AGENT IS NOT THE ISSUER OF ANY LETTER OF CREDIT,
BORROWING AGENT SHALL AUTHORIZE AND DIRECT THE ISSUER TO DELIVER TO AGENT ALL
INSTRUMENTS, DOCUMENTS, AND OTHER WRITINGS AND PROPERTY RECEIVED BY THE ISSUER
PURSUANT TO THE LETTER OF CREDIT AND TO ACCEPT AND RELY UPON AGENT'S
INSTRUCTIONS AND AGREEMENTS WITH RESPECT TO ALL MATTERS ARISING IN CONNECTION
WITH THE LETTER OF CREDIT, THE APPLICATION THEREFOR OR ANY ACCEPTANCE THEREOF.
(B)
IN CONNECTION WITH ALL LETTERS OF CREDIT
ISSUED OR CAUSED TO BE ISSUED BY AGENT UNDER THIS AGREEMENT, EACH BORROWER
HEREBY APPOINTS AGENT, OR ITS DESIGNEE, AS ITS ATTORNEY, WITH FULL POWER AND
AUTHORITY IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, (I) TO
SIGN AND/OR ENDORSE SUCH BORROWER'S NAME UPON ANY WAREHOUSE OR OTHER RECEIPTS,
LETTER OF CREDIT APPLICATIONS AND ACCEPTANCES, (II) TO SIGN SUCH BORROWER'S NAME
ON BILLS OF LADING; (III) TO CLEAR INVENTORY THROUGH THE UNITED STATES OF
AMERICA CUSTOMS DEPARTMENT ("CUSTOMS") IN THE NAME OF SUCH BORROWER OR AGENT OR
AGENT'S DESIGNEE, AND TO SIGN AND DELIVER TO CUSTOMS OFFICIALS POWERS OF
ATTORNEY IN THE NAME OF SUCH BORROWER FOR SUCH PURPOSE; AND (IV) TO COMPLETE IN
SUCH BORROWER'S NAME OR AGENT'S, OR IN THE NAME OF AGENT'S DESIGNEE, ANY ORDER,
SALE OR TRANSACTION, OBTAIN THE NECESSARY DOCUMENTS IN CONNECTION THEREWITH, AND
COLLECT THE PROCEEDS THEREOF.
NEITHER AGENT NOR ITS ATTORNEYS WILL BE LIABLE
FOR ANY ACTS OR OMISSIONS NOR FOR ANY ERROR OF JUDGMENT OR MISTAKES OF FACT OR
LAW, EXCEPT FOR AGENT'S OR ITS ATTORNEY'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
THIS POWER, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE AS LONG
AS ANY LETTERS OF CREDIT