COMMERCE PUBLICATION NO. 500 (AND ANY SUBSEQUENT REVISIONS THEREOF APPROVED BY A
CONGRESS OF THE INTERNATIONAL CHAMBER OF COMMERCE) (THE "UCP") AND SHALL, AS TO
MATTERS NOT GOVERNED BY THE UCP, BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(C)
UPON THE ISSUANCE OF EACH LETTER OF CREDIT, THE ISSUING LENDER
SHALL BE DEEMED, WITHOUT FURTHER ACTION BY ANY PARTY HERETO, TO HAVE SOLD TO
EACH OTHER LENDER, AND EACH OTHER LENDER SHALL BE DEEMED, WITHOUT FURTHER ACTION
BY ANY PARTY HERETO, TO HAVE PURCHASED FROM THE ISSUING LENDER, A PARTICIPATION,
TO THE EXTENT OF SUCH LENDER'S PRO RATA SHARE, IN SUCH LETTER OF CREDIT, THE
OBLIGATIONS THEREUNDER AND IN THE REIMBURSEMENT OBLIGATIONS OF THE COMPANY DUE
IN RESPECT OF DRAWINGS MADE UNDER SUCH LETTER OF CREDIT.
IF REQUESTED BY THE
ISSUING LENDER, THE OTHER LENDERS WILL EXECUTE ANY OTHER DOCUMENTS REASONABLY
REQUESTED BY THE ISSUING LENDER TO EVIDENCE THE PURCHASE OF SUCH PARTICIPATION.
(D)
UPON THE PRESENTMENT OF ANY DRAFT FOR HONOR UNDER ANY LETTER OF
CREDIT BY THE BENEFICIARY THEREOF WHICH THE ISSUING LENDER DETERMINES IS IN
COMPLIANCE WITH THE CONDITIONS FOR PAYMENT THEREUNDER, THE ISSUING LENDER SHALL
PROMPTLY NOTIFY THE COMPANY, THE ADMINISTRATIVE AGENT AND EACH LENDER OF THE
INTENDED DATE OF HONOR OF SUCH DRAFT AND THE COMPANY HEREBY PROMISES AND AGREES,
AT THE COMPANY'S OPTION, TO EITHER (I) PAY TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE ISSUING LENDER, BY 2:00 P.M., CHICAGO, ILLINOIS TIME, ON THE DATE
PAYMENT IS DUE AS SPECIFIED IN SUCH NOTICE, THE FULL AMOUNT OF SUCH DRAFT IN
IMMEDIATELY AVAILABLE FUNDS OR (II) REQUEST A LOAN PURSUANT TO THE PROVISIONS OF
SECTIONS 2.1(A) AND 2.2 OF THIS AGREEMENT IN THE FULL AMOUNT OF SUCH DRAFT,
WHICH REQUEST SHALL SPECIFY THAT THE BORROWING DATE IS TO BE THE DATE PAYMENT IS
DUE UNDER THE LETTER OF CREDIT AS SPECIFIED IN THE ISSUING LENDER'S NOTICE.
IF
THE COMPANY FAILS TIMELY TO MAKE SUCH PAYMENT BECAUSE A LOAN CANNOT BE MADE
PURSUANT TO SECTION 2.1(A) OR SECTION 5.2, EACH LENDER SHALL, NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT (INCLUDING THE OCCURRENCE AND CONTINUANCE
OF A DEFAULT OR AN EVENT OF DEFAULT), MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT
FOR THE BENEFIT OF THE ISSUING LENDER AN AMOUNT EQUAL TO ITS PRO RATA SHARE OF
THE PRESENTED DRAFT ON THE DAY THE ISSUING LENDER IS REQUIRED TO HONOR SUCH
DRAFT.
IF SUCH AMOUNT IS NOT IN FACT MADE AVAILABLE TO THE ADMINISTRATIVE AGENT
BY SUCH LENDER ON SUCH DATE, SUCH LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF THE ISSUING LENDER, ON DEMAND MADE BY THE ISSUING LENDER, IN
ADDITION TO SUCH AMOUNT, INTEREST THEREON AT THE FEDERAL FUNDS RATE FOR THE
FIRST TWO DAYS FOLLOWING DEMAND AND THEREAFTER UNTIL PAID AT THE ADJUSTED BASE
RATE.
UPON RECEIPT BY THE ADMINISTRATIVE AGENT FROM THE LENDERS OF THE FULL
AMOUNT OF SUCH DRAFT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT
(INCLUDING THE