BE DEEMED TO BE A REPRESENTATION BY THE BORROWERS THAT THE L/C CREDIT
EXTENSION SO REQUESTED COMPLIES WITH THE CONDITIONS SET FORTH IN THE PROVISO IN
THE PRECEDING SENTENCE.
EACH REVOLVING LENDER SHALL BE DEEMED TO HAVE, AND
HEREBY AGREES TO HAVE, IRREVOCABLY PURCHASED RISK PARTICIPATIONS IN ALL SUCH
LETTERS OF CREDIT OBLIGATIONS INCURRED AND ANY DRAWINGS IN CONNECTION
THEREWITH.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE BORROWER REPRESENTATIVE'S ABILITY TO OBTAIN LETTERS OF CREDIT FOR
THE ACCOUNT OF ANY BORROWER OR ANY DOMESTIC SUBSIDIARY OF ANY BORROWER SHALL BE
FULLY REVOLVING, AND ACCORDINGLY THE BORROWER REPRESENTATIVE 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.
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION TO PROVIDE ANY
L/C GUARANTY, AND THE L/C ISSUER SHALL NOT ISSUE ANY LETTER OF CREDIT IF:
(A)
SUBJECT TO SECTION 2.03(B)(III), THE EXPIRY DATE OF SUCH
REQUESTED LETTER OF CREDIT WOULD OCCUR MORE THAN TWELVE MONTHS AFTER THE DATE OF
ISSUANCE OR LAST RENEWAL, UNLESS THE REQUIRED LENDERS (EXCLUDING ANY TERM LOAN
FROM THE DEFINITION THEREOF) HAVE APPROVED SUCH EXPIRY DATE;
(B)
THE EXPIRY DATE OF SUCH REQUESTED LETTER OF CREDIT WOULD
OCCUR AFTER THE LETTER OF CREDIT EXPIRATION DATE, UNLESS ALL THE REVOLVING
LENDERS HAVE APPROVED SUCH EXPIRY DATE;
(III)
THE ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION TO PROVIDE ANY
L/C GUARANTY, AND THE L/C ISSUER SHALL NOT 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 THE L/C ISSUER FROM
ISSUING SUCH LETTER OF CREDIT, OR ANY LAW APPLICABLE TO THE L/C ISSUER OR ANY
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY
GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER THE L/C ISSUER SHALL PROHIBIT, OR
REQUEST THAT THE L/C ISSUER REFRAIN FROM, THE ISSUANCE OF LETTERS OF CREDIT
GENERALLY OR SUCH LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON THE L/C
ISSUER WITH RESPECT TO SUCH LETTER OF CREDIT ANY RESTRICTION, RESERVE OR CAPITAL
REQUIREMENT (FOR
38
WHICH THE L/C ISSUER IS NOT OTHERWISE COMPENSATED HEREUNDER) NOT IN EFFECT ON
THE CLOSING DATE, OR SHALL IMPOSE UPON THE L/C ISSUER ANY UNREIMBURSED LOSS,
COST OR EXPENSE WHICH WAS NOT APPLICABLE ON THE CLOSING DATE AND WHICH THE L/C
ISSUER IN GOOD FAITH DEEMS MATERIAL TO IT;
(B)
THE ISSUANCE OF SUCH LETTER OF CREDIT WOULD VIOLATE ANY LAWS
OR ONE OR MORE POLICIES OF THE L/C ISSUER;
(C)
EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT AND
THE L/C ISSUER, SUCH LETTER OF CREDIT IS IN AN INITIAL AMOUNT LESS THAN
$100,000;
(D)
SUCH LETTER OF CREDIT IS TO BE DENOMINATED IN CURRENCY OTHER
THAN DOLLARS; OR
(E)
A DEFAULT OF ANY LENDER'S OBLIGATIONS TO FUND UNDER
SECTION 2.03(C) EXISTS OR ANY LENDER IS AT SUCH TIME A DEFAULTING LENDER
HEREUNDER, UNLESS THE L/C ISSUER HAS ENTERED