THE
ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR EXTENSION
THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION) AND (II) THE DATE THAT IS
FIVE BUSINESS DAYS PRIOR TO THE MATURITY DATE, UNLESS ARRANGEMENTS MUTUALLY
SATISFACTORY TO THE APPLICABLE ISSUING BANK AND THE BORROWER SHALL HAVE BEEN
MADE AT THE TIME OF ISSUANCE, RENEWAL OR EXTENSION TO CASH COLLATERALIZE SUCH
LETTER OF CREDIT; PROVIDED THAT ANY LETTER OF CREDIT MAY CONTAIN CUSTOMARY
AUTOMATIC RENEWAL PROVISIONS AGREED UPON BY THE BORROWER AND THE ISSUING BANK
PURSUANT TO WHICH THE EXPIRATION DATE OF SUCH LETTER OF CREDIT SHALL
AUTOMATICALLY BE EXTENDED FOR A PERIOD OF UP TO 12 MONTHS (BUT NOT TO A DATE
LATER THAN THE DATE SET FORTH IN CLAUSE (II) ABOVE), SUBJECT TO A RIGHT ON THE
PART OF SUCH ISSUING BANK TO PREVENT ANY SUCH RENEWAL FROM OCCURRING BY GIVING
NOTICE TO THE BENEFICIARY IN ADVANCE OF ANY SUCH RENEWAL.
(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 ANY LENDER, THE ISSUING BANK THAT
IS THE ISSUER THEREOF HEREBY GRANTS TO EACH LENDER, AND EACH 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 LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO
THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF SUCH ISSUING BANK, SUCH LENDER'S
APPLICABLE PERCENTAGE OF EACH LC DISBURSEMENT MADE BY SUCH ISSUING BANK UNDER
SUCH LETTER OF CREDIT AND NOT REIMBURSED BY THE BORROWER ON THE DATE DUE AS
PROVIDED IN PARAGRAPH (F) OF THIS SECTION, OR OF ANY REIMBURSEMENT PAYMENT
REQUIRED TO BE REFUNDED TO THE BORROWER FOR ANY REASON.
EACH 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 WHATSOEVER, INCLUDING ANY
AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR THE OCCURRENCE AND
CONTINUANCE OF A DEFAULT OR ANY REDUCTION OR TERMINATION OF THE COMMITMENTS, AND
THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING
OR REDUCTION WHATSOEVER.
EACH LENDER FURTHER ACKNOWLEDGES AND AGREES THAT, IN
ISSUING, AMENDING, RENEWING OR EXTENDING ANY LETTER OF CREDIT, THE APPLICABLE
ISSUING BANK SHALL BE ENTITLED TO RELY, AND SHALL NOT INCUR ANY LIABILITY FOR
RELYING, UPON THE REPRESENTATION AND WARRANTY OF THE BORROWER SET FORTH IN
SECTION 4.02, UNLESS, AT LEAST ONE BUSINESS DAY PRIOR TO THE TIME SUCH LETTER OF
CREDIT IS ISSUED, RENEWED OR EXTENDED, THE REQUIRED LENDERS SHALL HAVE NOTIFIED
THE APPLICABLE ISSUING BANK (WITH A COPY TO THE ADMINISTRATIVE AGENT) IN WRITING
THAT, AS A RESULT OF ONE OR MORE EVENTS OR CIRCUMSTANCES DESCRIBED IN SUCH
NOTICE,