ISSUING BANK SHALL GIVE THE
ADMINISTRATIVE AGENT AND THE BORROWER WRITTEN OR TELEX NOTICE, OR TELEPHONIC
NOTICE CONFIRMED PROMPTLY THEREAFTER IN WRITING, OF THE ISSUANCE OF A FACILITY
LETTER OF CREDIT (THE "ISSUANCE NOTICE") AND ADMINISTRATIVE AGENT SHALL PROMPTLY
GIVE A COPY OF THE ISSUANCE NOTICE TO THE OTHER LENDERS.
(D)
THE ISSUING BANK SHALL NOT EXTEND OR MODIFY
ANY FACILITY LETTER OF CREDIT UNLESS THE REQUIREMENTS OF THIS SECTION 3.4 ARE
MET AS THOUGH A NEW FACILITY LETTER OF CREDIT WAS BEING REQUESTED AND ISSUED.
3.5.
ADMINISTRATION; REIMBURSEMENT BY LENDERS.
UPON RECEIPT FROM THE BENEFICIARY OF ANY FACILITY LETTER OF CREDIT OF ANY DEMAND
FOR PAYMENT UNDER SUCH FACILITY LETTER OF CREDIT, THE ISSUING BANK SHALL NOTIFY
THE ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE
BORROWER AND EACH OTHER LENDER AS TO THE AMOUNT TO BE PAID BY THE ISSUING BANK
AS A RESULT OF SUCH DEMAND AND THE PROPOSED PAYMENT DATE (THE "LC PAYMENT
DATE").
THE RESPONSIBILITY OF THE ISSUING BANK TO THE BORROWER AND EACH LENDER
SHALL BE ONLY TO DETERMINE THAT THE DOCUMENTS (INCLUDING EACH DEMAND FOR
PAYMENT) DELIVERED UNDER EACH FACILITY LETTER OF CREDIT IN CONNECTION WITH SUCH
PRESENTMENT SHALL BE IN CONFORMITY IN ALL MATERIAL RESPECTS WITH SUCH FACILITY
LETTER OF CREDIT.
THE ISSUING BANK SHALL ENDEAVOR TO EXERCISE THE SAME CARE IN
THE ISSUANCE AND ADMINISTRATION OF THE FACILITY LETTER OF CREDITS AS IT DOES
WITH RESPECT TO LETTERS OF CREDIT IN WHICH NO PARTICIPATIONS ARE GRANTED, IT
BEING UNDERSTOOD THAT IN THE ABSENCE OF ANY GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT BY THE ISSUING BANK, EACH LENDER SHALL BE UNCONDITIONALLY AND
IRREVOCABLY LIABLE WITHOUT REGARD TO THE OCCURRENCE OF ANY DEFAULT OR ANY
CONDITION PRECEDENT WHATSOEVER, TO REIMBURSE THE ISSUING BANK ON DEMAND FOR (I)
SUCH LENDER'S PERCENTAGE OF THE AMOUNT OF EACH PAYMENT MADE BY THE ISSUING BANK
UNDER EACH FACILITY LETTER OF CREDIT TO THE EXTENT SUCH AMOUNT IS NOT REIMBURSED
BY THE BORROWER PURSUANT TO SECTION 3.6 BELOW, PLUS (II) INTEREST ON THE
FOREGOING AMOUNT TO BE REIMBURSED BY SUCH LENDER, FOR EACH DAY FROM THE DATE OF
THE ISSUING BANK'S DEMAND FOR SUCH REIMBURSEMENT (OR, IF SUCH DEMAND IS MADE
AFTER 11:00 A.M. (CHICAGO TIME) ON SUCH DATE, FROM THE NEXT SUCCEEDING BUSINESS
DAY) TO THE DATE ON WHICH SUCH LENDER PAYS THE AMOUNT TO BE REIMBURSED BY IT, AT
A RATE OF INTEREST PER ANNUM EQUAL TO THE FEDERAL FUNDS EFFECTIVE RATE FOR THE
FIRST THREE DAYS AND, THEREAFTER, AT A RATE OF INTEREST EQUAL TO THE RATE
APPLICABLE TO ABR ADVANCES.
3.6.
REIMBURSEMENT BY BORROWER.
THE BORROWER SHALL
BE IRREVOCABLY AND UNCONDITIONALLY OBLIGATED TO REIMBURSE THE ISSUING BANK ON OR
BEFORE THE APPLICABLE LC PAYMENT DATE FOR ANY AMOUNTS TO BE PAID BY THE ISSUING
BANK UPON ANY DRAWING UNDER ANY FACILITY LETTER OF CREDIT, WITHOUT PRESENTMENT,
DEMAND, PROTEST OR OTHER FORMALITIES OF ANY KIND; PROVIDED THAT
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NEITHER THE BORROWER NOR ANY LENDER SHALL HEREBY BE PRECLUDED FROM ASSERTING ANY
CLAIM FOR