AND EXPIRATION.
SUCH CREDIT REQUEST
47
SHALL BE ACCOMPANIED BY SUCH OTHER CERTIFICATES, DOCUMENTS (INCLUDING A
REIMBURSEMENT AGREEMENT) AND OTHER INFORMATION AS MAY BE REQUIRED BY THE L/C
ISSUER IN ACCORDANCE WITH ITS CUSTOMARY PROCEDURES (ALL OF THE INSTRUMENTS
DOCUMENTS, CERTIFICATE, APPLICATIONS AND INFORMATION DESCRIBED IN THE
IMMEDIATELY PRECEDING TWO SENTENCES, COLLECTIVELY, THE "LETTER OF CREDIT
DOCUMENTATION").
UPON RECEIPT OF SUCH CREDIT REQUEST FROM BORROWER, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH TRANCHE A LENDER THEREOF.
SUBJECT TO THE SATISFACTION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
L/C ISSUER SHALL ISSUE EACH REQUESTED LETTER OF CREDIT.
IN THE EVENT OF ANY
CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND ANY LETTER OF CREDIT
DOCUMENTATION, THE PROVISIONS OF THIS AGREEMENT SHALL CONTROL.
EACH OF THE
CREDIT PARTIES HEREBY ACKNOWLEDGES AND AGREES THAT THE EXISTING LETTERS OF
CREDIT ARE LETTERS OF CREDIT HEREUNDER AND THE TRANCHE A LENDERS HEREBY ASSUME
AND ARE JOINTLY AND SEVERALLY OBLIGATED WITH RESPECT TO ALL REIMBURSEMENT
OBLIGATIONS RELATED THERETO.
EACH OF THE EXISTING LETTERS OF CREDIT SHALL BE
DEEMED TO BE A "LETTER OF CREDIT" FOR ALL PURPOSES OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
(B)
EACH LETTER OF CREDIT SHALL BE ISSUED FOR THE ACCOUNT OF BORROWER
AND IN SUPPORT OF OBLIGATIONS, CONTINGENT OR OTHERWISE, OF BORROWER OR ANY
SUBSIDIARY ARISING IN THE ORDINARY COURSE OF BUSINESS.
EACH DOCUMENTARY LETTER
OF CREDIT SHALL EXPIRE NO LATER THAN 180 DAYS FROM ITS DATE OF ISSUANCE.
EACH
STANDBY LETTER OF CREDIT SHALL EITHER (A) HAVE AN EXPIRATION DATE WHICH SHALL BE
NOT LATER THAN THE EARLIER OF (X) 364 DAYS AFTER THE DATE OF ISSUANCE THEREOF OR
(Y) FIFTEEN (15) BUSINESS DAYS BEFORE THE TRANCHE A MATURITY DATE OR (B) CONTAIN
"EVERGREEN" PROVISIONS UNDER WHICH THE SUCH STANDBY LETTER OF CREDIT SHALL HAVE
AN INITIAL EXPIRATION DATE OF NOT MORE THAN ONE YEAR FROM ISSUANCE, WHICH
EXPIRATION DATE SHALL BE DEEMED EXTENDED ON AN ANNUAL BASIS FOR SUCCESSIVE
PERIODS OF NOT MORE THAN ONE YEAR UNLESS NOTICE OF TERMINATION IS GIVEN BY THE
L/C ISSUER, PROVIDED, HOWEVER, NO SUCH STANDBY LETTER OF CREDIT SHALL HAVE AN
EXPIRATION DATE EXTENDING OR BE SO EXTENDABLE BEYOND THE TRANCHE A MATURITY
DATE.
ANY RENEWAL, OR ANY EXTENSION OF ANY EXPIRY DATE, OF A LETTER OF CREDIT
SHALL CONSTITUTE THE ISSUANCE OF SUCH LETTER OF CREDIT FOR ALL PURPOSES OF THIS
AGREEMENT.
IN NO EVENT SHALL ANY LETTER OF CREDIT EXPIRE LATER THAN FIFTEEN
(15) BUSINESS DAYS PRIOR TO THE TRANCHE A MATURITY DATE.
(C)
IMMEDIATELY UPON THE ISSUANCE OF A LETTER OF CREDIT, THE L/C
ISSUER SHALL BE DEEMED TO HAVE SOLD AND TRANSFERRED TO EACH TRANCHE A LENDER,
AND EACH TRANCHE A LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY AND
UNCONDITIONALLY PURCHASED AND RECEIVED FROM THE L/C ISSUER, WITHOUT RECOURSE OR
WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION, TO THE EXTENT OF SUCH TRANCHE
A LENDER'S TRANCHE A APPLICABLE PERCENTAGE THEREOF, IN SUCH LETTER OF CREDIT AND
THE OBLIGATIONS OF BORROWER WITH RESPECT THERETO AND ANY SECURITY