RESPECT TO ANY LETTER OF CREDIT, (X) THE TOTAL REVOLVING CREDIT
OUTSTANDINGS SHALL NOT EXCEED THE REVOLVING CREDIT FACILITY, (Y) THE AGGREGATE
OUTSTANDING AMOUNT OF THE REVOLVING CREDIT LOANS OF ANY REVOLVING CREDIT LENDER,
PLUS SUCH LENDER'S APPLICABLE REVOLVING CREDIT PERCENTAGE OF THE OUTSTANDING
AMOUNT OF ALL L/C OBLIGATIONS SHALL NOT EXCEED SUCH LENDER'S REVOLVING CREDIT
COMMITMENT, AND (Z) THE OUTSTANDING AMOUNT OF THE L/C OBLIGATIONS SHALL NOT
EXCEED THE LETTER OF CREDIT SUBLIMIT.
EACH REQUEST BY THE BORROWERS FOR THE
ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT SHALL 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 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.
(II)
THE L/C ISSUER SHALL NOT ISSUE ANY LETTER OF CREDIT IF:
(A)
THE EXPIRY DATE OF SUCH REQUESTED LETTER OF CREDIT WOULD OCCUR MORE
THAN TWELVE MONTHS AFTER THE DATE OF ISSUANCE, UNLESS THE REQUIRED REVOLVING
LENDERS HAVE APPROVED SUCH EXPIRY DATE; OR
33
(B)
THE EXPIRY DATE OF SUCH REQUESTED LETTER OF CREDIT WOULD OCCUR
AFTER THE LETTER OF CREDIT EXPIRATION DATE, UNLESS ALL THE REVOLVING CREDIT
LENDERS HAVE APPROVED SUCH EXPIRY DATE.
(III)
THE L/C ISSUER SHALL NOT 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 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 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 ONE OR MORE
POLICIES OF THE L/C ISSUER APPLICABLE TO LETTERS OF CREDIT GENERALLY;
(C)
EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT AND THE L/C
ISSUER, SUCH LETTER OF CREDIT IS IN AN INITIAL STATED AMOUNT LESS THAN $250,000;
(D)
SUCH LETTER OF CREDIT IS TO BE DENOMINATED IN A CURRENCY OTHER THAN
DOLLARS;
(E)
SUCH LETTER OF CREDIT CONTAINS ANY PROVISIONS FOR AUTOMATIC
REINSTATEMENT OF THE STATED AMOUNT