time on and after the Initial
Borrowing Date and prior to the 60th day prior to the Revolving Loan Maturity
Date (for this purpose, determined without regard to the proviso to the
definition thereof), for the account of the Borrower and for the benefit of any
holder (or any trustee, agent or other similar representative for any such
holders) of L/C Supportable Obligations, an irrevocable standby or trade letter
of credit, in a form customarily used by such Issuing Lender or in such other
form as is reasonably acceptable to such Issuing Lender (each such letter of
credit, a "Letter of Credit" and, collectively, the "Letters of Credit").
All
Letters of Credit shall be denominated in Dollars, issued on a sight basis only
and governed by laws of the State of New
60
York (unless the laws of another jurisdiction is agreed to by the respective
Issuing Lender) and governed under The International Standby Practices (ISP98).
(B)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS
SET FORTH HEREIN, EACH ISSUING LENDER AGREES THAT IT WILL, AT ANY TIME AND FROM
TIME TO TIME ON AND AFTER THE INITIAL BORROWING DATE AND PRIOR TO THE 60TH DAY
PRIOR TO THE REVOLVING LOAN MATURITY DATE (FOR THIS PURPOSE, DETERMINED WITHOUT
REGARD TO THE PROVISO TO THE DEFINITION THEREOF), FOLLOWING ITS RECEIPT OF THE
RESPECTIVE LETTER OF CREDIT REQUEST, ISSUE FOR ACCOUNT OF THE BORROWER, ONE OR
MORE LETTERS OF CREDIT 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 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 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 AS OF THE DATE HEREOF AND WHICH SUCH ISSUING LENDER REASONABLY
AND IN GOOD FAITH DEEMS MATERIAL TO IT; OR
(II)
SUCH ISSUING LENDER SHALL HAVE RECEIVED
FROM THE BORROWER, ANY OTHER CREDIT PARTY OR THE REQUIRED LENDERS PRIOR TO THE
ISSUANCE OF SUCH LETTER OF CREDIT NOTICE OF THE TYPE DESCRIBED IN THE SECOND
SENTENCE OF SECTION 3.03(B).
3.02.
Maximum Letter of Credit Outstandings; Final