GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (I) THE LC
EXPOSURE SHALL NOT EXCEED $150,000,000 AND (II) AFTER GIVING EFFECT TO THE
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT, AVAILABILITY
SHALL NOT BE LESS THAN ZERO.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT
SHALL EXPIRE AT OR PRIOR TO THE CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE
ONE YEAR AFTER THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF
ANY RENEWAL OR EXTENSION THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION);
PROVIDED THAT A LETTER OF CREDIT MAY PROVIDE THAT ITS EXPIRATION DATE SHALL BE
AUTOMATICALLY EXTENDED (BUT NOT BEYOND THE DATE SPECIFIED IN CLAUSE (II) BELOW)
TO A DATE NOT MORE THAN ONE YEAR AFTER THE THEN OUTSTANDING EXPIRATION DATE
UNLESS, AT LEAST A SPECIFIED NUMBER OF DAYS PRIOR TO SUCH THEN EXISTING
EXPIRATION DATE, THE ISSUING BANK SHALL HAVE GIVEN THE BENEFICIARY THEREOF
NOTICE, IN A FORM THAT MAY BE SPECIFIED IN SUCH LETTER OF CREDIT, THAT SUCH
EXPIRATION DATE SHALL NOT BE SO EXTENDED, AND (II) A DATE THAT IS NO MORE THAN
SIX MONTHS AFTER THE MATURITY DATE (PROVIDED THAT AT LEAST THIRTY BUSINESS DAYS
PRIOR TO THE MATURITY DATE THE BORROWER HAS DEPOSITED WITH THE ADMINISTRATIVE
AGENT CASH COLLATERAL IN AN AMOUNT EQUAL TO THE APPLICABLE LC EXPOSURE).
21
(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 ISSUING BANK OR THE LENDERS,
THE ISSUING BANK HEREBY GRANTS TO EACH LENDER, AND EACH LENDER HEREBY ACQUIRES
FROM THE ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT EQUAL TO SUCH
LENDER'S PRO RATA (BASED ON ITS REVOLVING LOAN COMMITMENT) PORTION 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 THE ISSUING BANK, SUCH LENDER'S PRO RATA (BASED ON ITS REVOLVING CREDIT
COMMITMENT) PORTION OF EACH LC DISBURSEMENT MADE BY THE 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 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 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 THE ISSUING BANK SHALL
MAKE ANY LC DISBURSEMENT IN RESPECT OF A LETTER OF CREDIT, THE BORROWER SHALL
REIMBURSE SUCH LC DISBURSEMENT BY PAYING TO