THE TERM.
EACH STANDBY LETTER OF CREDIT
SHALL BE SUBJECT EITHER TO THE UNIFORM 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) ("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 BORROWER FOR A LETTER OF CREDIT HEREUNDER.
2.15
REQUIREMENTS FOR ISSUANCE OF LETTERS OF CREDIT.
BORROWER SHALL
AUTHORIZE AND DIRECT ANY ISSUER TO NAME BORROWER AS THE "APPLICANT" OR "ACCOUNT
PARTY" OF EACH LETTER OF CREDIT.
IF AGENT IS NOT THE ISSUER OF ANY LETTER OF
CREDIT, BORROWER 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
9
AGREEMENTS WITH RESPECT TO ALL MATTERS ARISING IN CONNECTION WITH THE LETTER OF
CREDIT, THE APPLICATION THEREFORE.
2.16
DISBURSEMENTS, REIMBURSEMENT.
(A)
IMMEDIATELY UPON THE ISSUANCE OF EACH LETTER OF CREDIT, EACH
LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO,
PURCHASE FROM AGENT A PARTICIPATION IN SUCH LETTER OF CREDIT AND EACH DRAWING
THEREUNDER IN AN AMOUNT EQUAL TO SUCH LENDER'S COMMITMENT PERCENTAGE OF THE
MAXIMUM FACE AMOUNT OF SUCH LETTER OF CREDIT AND THE AMOUNT OF SUCH DRAWING,
RESPECTIVELY.
(B)
IN THE EVENT OF ANY REQUEST FOR A DRAWING UNDER A LETTER OF CREDIT
BY THE BENEFICIARY OR TRANSFEREE THEREOF, AGENT WILL PROMPTLY NOTIFY BORROWER.
PROVIDED THAT IT SHALL HAVE RECEIVED SUCH NOTICE, BORROWER SHALL REIMBURSE (SUCH
OBLIGATION TO REIMBURSE AGENT SHALL SOMETIMES BE REFERRED TO AS A "REIMBURSEMENT
OBLIGATION") AGENT PRIOR TO 12:00 NOON, NEW YORK TIME ON EACH DATE THAT AN
AMOUNT IS PAID BY AGENT UNDER ANY LETTER OF CREDIT (EACH SUCH DATE, A "DRAWING
DATE") IN AN AMOUNT EQUAL TO THE AMOUNT SO PAID BY AGENT.
IN THE EVENT BORROWER
FAILS TO REIMBURSE AGENT FOR THE FULL AMOUNT OF ANY DRAWING UNDER ANY LETTER OF
CREDIT BY 12:00 NOON, NEW YORK TIME, ON THE DRAWING DATE, AGENT WILL PROMPTLY
NOTIFY EACH LENDER THEREOF, AND BORROWER SHALL BE DEEMED TO HAVE REQUESTED THAT
A DOMESTIC RATE LOAN BE MADE BY THE LENDERS TO BE DISBURSED ON THE DRAWING DATE
UNDER SUCH LETTER OF CREDIT, SUBJECT TO THE AMOUNT OF THE UNUTILIZED PORTION OF
THE MAXIMUM REVOLVING ADVANCE AMOUNT AND SUBJECT TO SECTION 8.2 HEREOF.
ANY
NOTICE GIVEN BY AGENT PURSUANT TO THIS SECTION 2.16(B) MAY BE ORAL IF
IMMEDIATELY CONFIRMED IN WRITING; PROVIDED THAT THE LACK OF SUCH AN IMMEDIATE
CONFIRMATION SHALL NOT AFFECT THE CONCLUSIVENESS OR BINDING EFFECT OF SUCH
NOTICE.
(C)
EACH LENDER SHALL UPON ANY NOTICE PURSUANT TO SECTION 2.16(B) MAKE
AVAILABLE TO AGENT AN AMOUNT IN IMMEDIATELY AVAILABLE FUNDS EQUAL TO ITS
COMMITMENT PERCENTAGE OF THE