CREDIT IN THE PERIOD
COMMENCING ON THE FIRST BUSINESS DAY AFTER IT RECEIVES WRITTEN NOTICE FROM ANY
LENDER THAT ONE OR MORE OF THE CONDITIONS PRECEDENT CONTAINED IN SECTION 3.2 OR
CLAUSE (A) ABOVE (OTHER THAN THOSE CONDITIONS SET FORTH IN CLAUSES (A)(I),
(A)(VI)(B) AND (C) ABOVE AND, TO THE EXTENT SUCH CLAUSE RELATES TO FEES OWING TO
THE ISSUING BANK OF SUCH LETTER OF CREDIT AND ITS AFFILIATES, CLAUSE (A)(VI)(A)
ABOVE) ARE NOT ON SUCH DATE SATISFIED OR DULY WAIVED AND ENDING WHEN SUCH
CONDITIONS ARE SATISFIED OR DULY WAIVED.
NO ISSUING BANK SHALL OTHERWISE BE
REQUIRED TO DETERMINE THAT, OR TAKE NOTICE WHETHER, THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 3.2 HAVE BEEN SATISFIED IN CONNECTION WITH THE ISSUANCE OF ANY
LETTER OF CREDIT.
(E)
EACH BORROWER AGREES THAT, IF REQUESTED BY
THE ISSUING BANK OF ANY LETTER OF CREDIT, IT SHALL EXECUTE A LETTER OF CREDIT
REIMBURSEMENT AGREEMENT IN RESPECT TO ANY LETTER OF CREDIT ISSUED HEREUNDER.
IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF ANY LETTER OF CREDIT
REIMBURSEMENT AGREEMENT AND THIS AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL
GOVERN.
(F)
EACH ISSUING BANK SHALL COMPLY WITH THE
FOLLOWING:
(I)
GIVE THE ADMINISTRATIVE AGENT WRITTEN
NOTICE (OR TELEPHONIC NOTICE CONFIRMED PROMPTLY THEREAFTER IN WRITING), WHICH
WRITING MAY BE A TELECOPY OR ELECTRONIC MAIL, OF THE ISSUANCE OF ANY LETTER OF
CREDIT ISSUED BY IT, OF ALL DRAWINGS UNDER ANY LETTER OF CREDIT ISSUED BY IT AND
OF THE PAYMENT (OR THE FAILURE TO PAY WHEN DUE) BY THE BORROWER OF ANY
REIMBURSEMENT OBLIGATION WHEN DUE (WHICH NOTICE THE ADMINISTRATIVE AGENT SHALL
PROMPTLY TRANSMIT BY TELECOPY, ELECTRONIC MAIL OR SIMILAR TRANSMISSION TO EACH
LENDER);
(II)
UPON THE REQUEST OF ANY LENDER, FURNISH TO
SUCH LENDER COPIES OF ANY LETTER OF CREDIT REIMBURSEMENT AGREEMENT TO WHICH SUCH
ISSUING BANK IS A PARTY AND SUCH OTHER DOCUMENTATION AS MAY REASONABLY BE
REQUESTED BY SUCH LENDER; AND
(III)
NO LATER THAN 10 BUSINESS DAYS FOLLOWING THE
LAST DAY OF EACH CALENDAR MONTH, PROVIDE TO THE ADMINISTRATIVE AGENT (AND THE
ADMINISTRATIVE AGENT SHALL PROVIDE A COPY TO EACH LENDER REQUESTING THE SAME)
AND THE BORROWER SEPARATE SCHEDULES FOR DOCUMENTARY LETTERS OF CREDIT AND
STANDBY LETTERS OF CREDIT ISSUED BY IT, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, SETTING FORTH THE AGGREGATE LETTER OF
CREDIT OBLIGATIONS, IN EACH CASE OUTSTANDING AT THE END OF EACH MONTH, AND ANY
INFORMATION REQUESTED BY THE BORROWER, OR THE ADMINISTRATIVE AGENT RELATING
THERETO.
(G)
IMMEDIATELY UPON THE ISSUANCE BY AN ISSUING
BANK OF A LETTER OF CREDIT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT, SUCH ISSUING BANK SHALL BE DEEMED TO HAVE SOLD AND TRANSFERRED TO
EACH LENDER, AND EACH LENDER SHALL BE DEEMED IRREVOCABLY AND UNCONDITIONALLY TO
HAVE PURCHASED AND RECEIVED FROM SUCH ISSUING BANK, WITHOUT RECOURSE OR
WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION, TO THE EXTENT OF SUCH
LENDER'S PRO RATA SHARE, IN SUCH LETTER OF CREDIT AND THE OBLIGATIONS OF THE
BORROWER WITH RESPECT THERETO