THE
APPLICABLE L/C APPLICATION.
ANY REVOLVING LENDER SO REQUESTED TO ISSUE SUCH
LETTER OF CREDIT SHALL PROMPTLY NOTIFY COMPANY AND ADMINISTRATIVE AGENT WHETHER
OR NOT, IN ITS SOLE DISCRETION, IT HAS ELECTED TO ISSUE SUCH LETTER OF CREDIT,
AND ANY SUCH REVOLVING LENDER THAT SO ELECTS TO ISSUE SUCH LETTER OF CREDIT
SHALL BE THE ISSUING LENDER WITH RESPECT THERETO.
IN THE EVENT THAT ALL OTHER
REVOLVING LENDERS SHALL HAVE DECLINED TO ISSUE SUCH LETTER OF CREDIT,
NOTWITHSTANDING THE PRIOR ELECTION OF ADMINISTRATIVE AGENT NOT TO ISSUE SUCH
LETTER OF CREDIT, ADMINISTRATIVE AGENT SHALL BE OBLIGATED TO ISSUE SUCH LETTER
OF CREDIT AND SHALL BE THE ISSUING LENDER WITH RESPECT THERETO, NOTWITHSTANDING
THE FACT THAT THE LETTER OF CREDIT USAGE WITH RESPECT TO SUCH LETTER OF CREDIT
AND WITH RESPECT TO ALL OTHER LETTERS OF CREDIT ISSUED BY ADMINISTRATIVE AGENT,
WHEN AGGREGATED WITH ADMINISTRATIVE AGENT'S OUTSTANDING REVOLVING LOANS AND
SWING LINE LOANS, MAY EXCEED THE AMOUNT OF ADMINISTRATIVE AGENT'S REVOLVING LOAN
COMMITMENT THEN IN EFFECT.
(III)
ISSUANCE OF LETTER OF CREDIT.
PROMPTLY AFTER RECEIPT OF ANY L/C
APPLICATION AT THE FUNDING AND PAYMENT OFFICE OR, IN THE EVENT ADMINISTRATIVE
AGENT IS NOT THE ISSUING LENDER, AT THE APPROPRIATE OFFICE OF SUCH ISSUING
LENDER FOR RECEIVING L/C APPLICATIONS AND RELATED CORRESPONDENCE, ISSUING LENDER
WILL CONFIRM WITH ADMINISTRATIVE AGENT (BY TELEPHONE OR IN WRITING) THAT
ADMINISTRATIVE AGENT HAS RECEIVED A COPY OF SUCH L/C APPLICATION FROM COMPANY
AND, IF NOT, ISSUING LENDER WILL PROVIDE ADMINISTRATIVE AGENT WITH A COPY
THEREOF.
UNLESS ISSUING LENDER HAS RECEIVED WRITTEN NOTICE FROM ANY REVOLVING
LENDER, ADMINISTRATIVE AGENT OR ANY LOAN PARTY, AT LEAST ONE
70
BUSINESS DAY PRIOR TO THE REQUESTED DATE OF ISSUANCE OR AMENDMENT OF THE
APPLICABLE LETTER OF CREDIT, THAT ONE OR MORE APPLICABLE CONDITIONS IN
SUBSECTION 4.4 SHALL NOT THEN BE SATISFIED (OR WAIVED IN ACCORDANCE WITH THE
TERMS, CONDITIONS AND PROVISIONS OF SUBSECTION 10.6), THEN, SUBJECT TO THE TERMS
AND CONDITIONS HEREOF, ISSUING LENDER SHALL, ON THE REQUESTED DATE, ISSUE A
LETTER OF CREDIT FOR THE ACCOUNT OF COMPANY OR A SUBSIDIARY OF COMPANY OR ENTER
INTO THE APPLICABLE AMENDMENT, AS THE CASE MAY BE, IN EACH CASE IN ACCORDANCE
WITH ISSUING LENDER'S USUAL AND CUSTOMARY BUSINESS PRACTICES.
IMMEDIATELY UPON
THE ISSUANCE OF EACH LETTER OF CREDIT, EACH REVOLVING LENDER SHALL BE DEEMED TO,
AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM ISSUING
LENDER A RISK PARTICIPATION IN SUCH LETTER OF CREDIT IN AN AMOUNT EQUAL TO THE
PRODUCT OF SUCH REVOLVING LENDER'S PRO RATA SHARE TIMES THE MAXIMUM AMOUNT THAT
IS OR AT ANY TIME MAY BECOME AVAILABLE TO BE DRAWN THEREUNDER.
UNLESS OTHERWISE
EXPRESSLY AGREED BY ISSUING LENDER AND COMPANY WHEN A LETTER OF CREDIT IS
ISSUED, (A) THE RULES OF THE ISP SHALL APPLY TO EACH STANDBY LETTER OF CREDIT,
AND (B) THE RULES OF THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS,
AS MOST RECENTLY PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE "ICC")
AT THE TIME OF ISSUANCE SHALL APPLY TO EACH COMMERCIAL LETTER