IN RESPECT OF THE OBLIGATIONS
REFLECTS ITS PROPORTIONATE SHARE OF THE OBLIGATIONS, AS SO DETERMINED.
THE
FOREGOING AGREEMENT IS INTENDED TO SET FORTH ONLY THE RIGHTS AND OBLIGATIONS OF
THE BORROWERS AMONG THEMSELVES AND SHALL IN NO WAY AFFECT THE OBLIGATIONS OF ANY
BORROWER TO THE LENDERS IN RESPECT OF THE OBLIGATIONS.
UNTIL THE OBLIGATIONS
HAVE BEEN INDEFEASIBLY PAID IN FULL (EXCEPT FOR CONTINGENT INDEMNIFICATION AND
EXPENSE
41
REIMBURSEMENT OBLIGATIONS FOR WHICH A CLAIM HAS NOT YET BEEN MADE) AND THE
COMMITMENTS SHALL HAVE TERMINATED AND ALL LETTERS OF CREDIT SHALL HAVE EXPIRED
OR BEEN CANCELED, EACH BORROWER SHALL WITHHOLD EXERCISE OF ANY RIGHT OF
CONTRIBUTION HEREUNDER AGAINST ANY OTHER BORROWER.
SECTION III
LETTERS OF CREDIT
3.1
ISSUANCE.
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS HEREOF, THE LC ISSUER
IN RELIANCE UPON THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWERS
CONTAINED HEREIN, AGREES TO ISSUE LETTERS OF CREDIT (THE "LETTERS OF CREDIT")
FOR THE ACCOUNT OF THE BORROWERS IN SUCH FORM AS MAY BE REQUESTED FROM TIME TO
TIME BY THE BORROWERS AND AGREED TO BY THE LC ISSUER, PROVIDED THAT THE MAXIMUM
DRAWING AMOUNT (AFTER GIVING EFFECT TO ALL REQUESTED LETTERS OF CREDIT) SHALL
NOT AT ANY TIME EXCEED THE LETTER OF CREDIT SUBLIMIT, PROVIDED, FURTHER THAT THE
TOTAL REVOLVING CREDIT OUTSTANDINGS (AFTER GIVING EFFECT TO ALL REQUESTED
REVOLVING CREDIT LOANS AND LETTERS OF CREDIT) SHALL NOT AT ANY TIME EXCEED THE
TOTAL REVOLVING CREDIT COMMITMENT, AND PROVIDED FURTHER THAT NO LETTER OF CREDIT
SHALL HAVE AN EXPIRATION DATE LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO THE
MATURITY DATE.
AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE PROPOSED ISSUANCE
DATE OF ANY LETTER OF CREDIT, THE BORROWERS SHALL DELIVER TO THE LC ISSUER A
LETTER OF CREDIT APPLICATION SETTING FORTH THE MAXIMUM DRAWING AMOUNT OF ALL
LETTERS OF CREDIT (INCLUDING THE REQUESTED LETTER OF CREDIT), THE REQUESTED
LANGUAGE OF THE REQUESTED LETTER OF CREDIT AND SUCH OTHER INFORMATION AS THE LC
ISSUER SHALL REQUIRE.
EACH REQUEST FOR THE ISSUANCE OF A LETTER OF CREDIT
HEREUNDER SHALL CONSTITUTE A REPRESENTATION AND WARRANTY BY THE BORROWERS THAT
THE CONDITIONS SET FORTH IN SECTIONS 4.1 OR 4.2 (AS THE CASE MAY BE) HAVE BEEN
SATISFIED AS OF THE DATE OF SUCH REQUEST.
(B)
EFFECTIVE UPON THE ISSUANCE OF EACH LETTER OF CREDIT AND WITHOUT
ANY FURTHER ACTION ON THE PART OF THE LC ISSUER OR THE LENDERS IN RESPECT
THEREOF, THE LC ISSUER HEREBY GRANTS TO EACH LENDER, AND EACH LENDER HEREBY
ACQUIRES FROM THE LC ISSUER, A PARTICIPATING INTEREST IN SUCH LETTER OF CREDIT
IN AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE AMOUNT OF SUCH LETTER OF CREDIT,
TIMES (II) THE QUOTIENT OF (A) SUCH LENDER'S REVOLVING CREDIT COMMITMENT,
DIVIDED BY (B) THE TOTAL REVOLVING CREDIT COMMITMENT (THE AMOUNT SO CALCULATED,
THE "LETTER OF CREDIT PARTICIPATION"), AND EACH LENDER SEVERALLY AGREES THAT IT
SHALL BE ABSOLUTELY LIABLE, WITHOUT REGARD TO THE OCCURRENCE OF ANY DEFAULT OR
EVENT OF DEFAULT, TO THE EXTENT OF SUCH