TO ADMINISTRATIVE AGENT ON THE
FIRST BUSINESS DAY OF EACH WEEK A WRITTEN REPORT SUMMARIZING ISSUANCE AND
EXPIRATION DATES OF LETTERS OF CREDIT ISSUED DURING THE PREVIOUS WEEK AND
DRAWINGS DURING SUCH WEEK UNDER ALL LETTERS OF CREDIT, (B) TO EACH LENDER ON THE
FIRST BUSINESS DAY OF EACH MONTH A WRITTEN REPORT SUMMARIZING ISSUANCE AND
EXPIRATION DATES OF LETTERS OF CREDIT ISSUED DURING THE PRECEDING MONTH AND
DRAWINGS DURING SUCH MONTH UNDER ALL LETTERS OF CREDIT AND (C) TO ADMINISTRATIVE
AGENT AND EACH LENDER ON THE FIRST BUSINESS DAY OF EACH CALENDAR QUARTER A
WRITTEN REPORT SETTING FORTH THE AVERAGE DAILY AGGREGATE AVAILABLE AMOUNT DURING
THE PRECEDING CALENDAR QUARTER OF ALL LETTERS OF CREDIT.
(C)
DRAWING AND REIMBURSEMENT.
THE PAYMENT BY
THE RELEVANT ISSUING BANK OF A DRAFT DRAWN UNDER ANY LETTER OF CREDIT SHALL
CONSTITUTE FOR ALL PURPOSES OF THIS AGREEMENT THE MAKING BY SUCH ISSUING BANK OF
A LETTER OF CREDIT LOAN, WHICH SHALL BE A BASE RATE LOAN, IN THE AMOUNT OF SUCH
DRAFT.
UPON WRITTEN DEMAND BY THE ISSUING BANK TO THE ADMINISTRATIVE AGENT, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF SUCH DEMAND AND EACH
LENDER SHALL PURCHASE FROM THE ISSUING BANK, AND THE ISSUING BANK SHALL SELL AND
ASSIGN TO EACH SUCH LENDER, SUCH LENDER'S PRO RATA SHARE OF SUCH OUTSTANDING
LETTER OF CREDIT LOAN AS OF THE DATE OF SUCH PURCHASE, BY MAKING AVAILABLE FOR
THE ACCOUNT OF ITS PRINCIPAL OFFICE TO ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
THE ISSUING BANK, BY DEPOSIT TO ADMINISTRATIVE AGENT'S ACCOUNT, IN SAME DAY
FUNDS, AN AMOUNT EQUAL TO THE PORTION OF THE OUTSTANDING PRINCIPAL AMOUNT OF
SUCH LETTER OF CREDIT LOAN TO BE PURCHASED BY SUCH LENDER.
PROMPTLY AFTER
RECEIPT THEREOF, ADMINISTRATIVE AGENT SHALL TRANSFER SUCH FUNDS TO THE ISSUING
BANK.
COMPANY HEREBY AGREES TO EACH SUCH SALE AND ASSIGNMENT.
EACH LENDER
AGREES TO PURCHASE ITS PRO RATA SHARE OF AN OUTSTANDING LETTER OF CREDIT LOAN ON
(I) THE BUSINESS DAY ON WHICH DEMAND THEREFOR IS MADE BY
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THE ISSUING BANK, PROVIDED THAT NOTICE OF SUCH DEMAND IS GIVEN NOT LATER THAN
11:00 A.M. (NEW YORK TIME) ON SUCH BUSINESS DAY, OR (II) THE FIRST BUSINESS DAY
NEXT SUCCEEDING SUCH DEMAND IF NOTICE OF SUCH DEMAND IS GIVEN AFTER SUCH TIME.
UPON ANY SUCH ASSIGNMENT BY THE ISSUING BANK TO ANY LENDER OF A PORTION OF A
LETTER OF CREDIT LOAN, THE ISSUING BANK REPRESENTS AND WARRANTS TO SUCH OTHER
LENDER THAT THE ISSUING BANK IS THE LEGAL AND BENEFICIAL OWNER OF SUCH INTEREST
BEING ASSIGNED BY IT, FREE AND CLEAR OF ANY LIENS, BUT MAKES NO OTHER
REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO SUCH
LETTER OF CREDIT LOAN, THE CREDIT DOCUMENTS OR ANY LOAN PARTY.
IF AND TO THE
EXTENT THAT ANY LENDER SHALL NOT HAVE SO MADE THE AMOUNT OF SUCH LETTER OF
CREDIT LOAN AVAILABLE TO ADMINISTRATIVE AGENT, SUCH LENDER AGREES TO PAY TO
ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH AMOUNT TOGETHER WITH INTEREST
THEREON,