OF ANY UNUTILIZED FUNDS, AND TO AGREE WITH AGENT UPON ANY
AMENDMENT, EXTENSION OR RENEWAL OF ANY LETTER OF CREDIT.
(B)
EACH LETTER OF CREDIT SHALL, AMONG OTHER THINGS, (I) PROVIDE FOR THE
PAYMENT OF SIGHT DRAFTS, OTHER WRITTEN DEMANDS 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 AND IN NO EVENT LATER THAN THE LAST DAY OF THE TERM.
EACH STANDBY
LETTER OF CREDIT SHALL BE SUBJECT EITHER TO THE UNIFORM
33
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NO. 500, AND ANY AMENDMENTS OR REVISION THEREOF
ADHERED TO BY THE ISSUER ("UCP 500") OR THE INTERNATIONAL STANDBY PRACTICES
(ISP98-INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590) (THE "ISP98
RULES"), AS DETERMINED BY AGENT, AND EACH TRADE LETTER OF CREDIT SHALL BE
SUBJECT TO UCP 500.
(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 THEREFOR.
(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, (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 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
WILLFUL MISCONDUCT.
THIS POWER, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE
AS LONG AS ANY LETTERS OF CREDIT REMAIN OUTSTANDING.
2.12. Disbursements,