ACCEPTABLE TO THE APPLICABLE ISSUING BANK AND THE
BORROWER).
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THE TERMS AND CONDITIONS OF ANY FORM OF LETTER OF CREDIT
APPLICATION OR OTHER AGREEMENT SUBMITTED BY THE BORROWER TO, OR ENTERED INTO BY
THE BORROWER WITH, THE APPLICABLE ISSUING BANK RELATING TO ANY LETTER OF CREDIT,
THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL.
A LETTER OF CREDIT
SHALL BE ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF (AND UPON ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION OF EACH LETTER OF CREDIT THE BORROWER SHALL BE
DEEMED TO REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION (I) THE LC EXPOSURE SHALL NOT EXCEED $50,000,000
AND (II) THE TOTAL REVOLVING EXPOSURES SHALL NOT EXCEED THE TOTAL COMMITMENTS.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT
SHALL EXPIRE NO LATER THAN THE DATE THAT IS FIVE DOMESTIC BUSINESS DAYS PRIOR TO
THE TERMINATION DATE.
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF A LETTER
OF CREDIT (OR AN AMENDMENT TO A LETTER OF CREDIT INCREASING THE AMOUNT THEREOF,
OR WITH RESPECT TO THE LETTERS OF CREDIT OUTSTANDING ON THE EFFECTIVE DATE, AS
OF THE EFFECTIVE DATE) AND WITHOUT ANY FURTHER ACTION ON THE PART OF ANY ISSUING
BANK OR THE BANKS, EACH ISSUING BANK HEREBY GRANTS TO EACH BANK, AND EACH BANK
HEREBY ACQUIRES FROM EACH ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT
EQUAL TO SUCH BANK'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 BANK HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO
THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF EACH ISSUING BANK, SUCH BANK'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 BANK 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 REDUCTION OR
TERMINATION OF THE COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT
ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
(E)
REIMBURSEMENT.
IF AN ISSUING BANK SHALL
MAKE ANY LC DISBURSEMENT IN RESPECT OF A LETTER OF CREDIT, THE BORROWER SHALL
REIMBURSE SUCH LC DISBURSEMENT BY PAYING TO THE ADMINISTRATIVE AGENT AN AMOUNT
EQUAL TO SUCH LC DISBURSEMENT NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON
THE DATE THAT SUCH LC DISBURSEMENT IS MADE, IF THE BORROWER SHALL HAVE RECEIVED
NOTICE OF SUCH LC DISBURSEMENT PRIOR TO 10:00 A.M., NEW YORK CITY TIME, ON SUCH
DATE, OR, IF SUCH NOTICE HAS NOT BEEN RECEIVED BY THE BORROWER PRIOR TO SUCH