A
LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT THERETO OR TO THE BENEFICIARY
THEREOF, THE APPLICABLE ISSUING BANK WILL ALSO DELIVER TO THE BORROWER AND THE
AGENT A TRUE AND COMPLETE COPY OF SUCH LETTER OF CREDIT OR AMENDMENT. UPON
RECEIPT OF SUCH LETTER OF CREDIT OR AMENDMENT, THE AGENT SHALL NOTIFY THE
REVOLVING LENDERS, IN WRITING, OF SUCH LETTER OF CREDIT OR AMENDMENT, AND IF SO
REQUESTED BY A REVOLVING LENDER THE AGENT WILL PROVIDE SUCH REVOLVING LENDER
WITH COPIES OF SUCH LETTER OF CREDIT OR AMENDMENT. WITH RESPECT TO COMMERCIAL
LETTERS OF CREDIT, EACH ISSUING BANK SHALL ON THE FIRST BUSINESS DAY OF EACH
WEEK SUBMIT TO THE AGENT, BY FACSIMILE, A REPORT DETAILING THE DAILY AGGREGATE
TOTAL OF COMMERCIAL LETTERS OF CREDIT FOR THE PREVIOUS CALENDAR WEEK.
(C) EXPIRATION DATE.
EACH STANDBY LETTER OF CREDIT SHALL EXPIRE NOT LATER THAN
THE EARLIER OF (I) THE DATE ONE YEAR AFTER THE DATE OF THE ISSUANCE OF SUCH
LETTER OF CREDIT AND (II) THE DATE THAT IS FIVE (5) BUSINESS DAYS PRIOR TO THE
MATURITY DATE; PROVIDED THAT ANY STANDBY LETTER OF CREDIT MAY PROVIDE FOR THE
AUTOMATIC EXTENSION THEREOF FOR ANY NUMBER OF ADDITIONAL PERIODS EACH OF UP TO
ONE YEAR IN DURATION (NONE OF WHICH, IN ANY EVENT, SHALL EXTEND BEYOND THE DATE
REFERRED TO IN CLAUSE (II) OF THIS PARAGRAPH (C)). EACH COMMERCIAL LETTER OF
CREDIT SHALL EXPIRE ON THE EARLIER OF (I) 180 DAYS AFTER THE DATE OF THE
ISSUANCE OF SUCH LETTER OF CREDIT AND (II) THE DATE THAT IS THIRTY (30) DAYS
PRIOR TO THE MATURITY DATE.
(D) PARTICIPATIONS.
BY THE ISSUANCE OF A LETTER OF CREDIT (OR AN AMENDMENT TO A
LETTER OF CREDIT INCREASING THE AMOUNT THEREOF) AND WITHOUT ANY FURTHER ACTION
ON THE PART OF THE APPLICABLE ISSUING BANK OR THE REVOLVING LENDERS, THE
APPLICABLE ISSUING BANK HEREBY GRANTS TO EACH REVOLVING LENDER, AND EACH
REVOLVING LENDER HEREBY ACQUIRES FROM SUCH ISSUING BANK, A PARTICIPATION IN SUCH
LETTER OF CREDIT EQUAL TO SUCH LENDER'S APPLICABLE PERCENTAGE OF THE AGGREGATE
AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT.
IN CONSIDERATION AND
IN FURTHERANCE OF THE FOREGOING, EACH REVOLVING LENDER HEREBY ABSOLUTELY AND
UNCONDITIONALLY AGREES TO PAY TO THE AGENT, FOR THE ACCOUNT OF THE APPLICABLE
ISSUING BANK, SUCH LENDER'S APPLICABLE PERCENTAGE OF EACH LC DISBURSEMENT MADE
BY SUCH ISSUING BANK AND NOT REIMBURSED BY THE BORROWER ON THE DATE DUE AS
PROVIDED IN PARAGRAPH (E) OF THIS SECTION, OR OF ANY REIMBURSEMENT PAYMENT
REQUIRED TO BE REFUNDED TO THE BORROWER FOR ANY REASON.
EACH REVOLVING LENDER
ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO ACQUIRE PARTICIPATIONS PURSUANT
TO THIS PARAGRAPH IN RESPECT OF LETTERS OF CREDIT IS ABSOLUTE AND UNCONDITIONAL
AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE
35
WHATSOEVER, INCLUDING ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF
CREDIT OR THE OCCURRENCE AND CONTINUANCE OF A DEFAULT OR REDUCTION OR
TERMINATION OF THE COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT
ANY OFFSET,