SHALL BE A BUSINESS
DAY), THE DATE ON WHICH SUCH LETTER OF CREDIT IS TO EXPIRE (WHICH SHALL COMPLY
WITH PARAGRAPH (C) OF THIS SECTION), THE AMOUNT OF SUCH LETTER OF CREDIT, THE
NAME AND ADDRESS OF THE BENEFICIARY THEREOF AND SUCH OTHER INFORMATION AS SHALL
BE NECESSARY TO PREPARE, AMEND, RENEW OR EXTEND SUCH LETTER OF CREDIT.
IF
REQUESTED BY THE ISSUING BANK, THE COMPANY ALSO SHALL SUBMIT A LETTER OF CREDIT
APPLICATION ON THE ISSUING BANK'S STANDARD FORM IN CONNECTION WITH ANY REQUEST
FOR A LETTER OF CREDIT.
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 COMPANY OR THE APPLICABLE BORROWER SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION THE LC EXPOSURE SHALL NOT EXCEED $25,000,000 AND (II) THE
AGGREGATE US TRANCHE REVOLVING EXPOSURES WILL NOT EXCEED THE AGGREGATE US
TRANCHE COMMITMENTS.
(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 THE
ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR EXTENSION
THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION) AND (II) THE DATE THAT IS
FIVE BUSINESS DAYS PRIOR TO THE MATURITY DATE.
28
(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 US TRANCHE LENDERS, THE ISSUING BANK
HEREBY GRANTS TO EACH US TRANCHE LENDER, AND EACH US TRANCHE LENDER HEREBY
ACQUIRES FROM THE ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT EQUAL
TO SUCH US TRANCHE LENDER'S US TRANCHE PERCENTAGE OF THE AGGREGATE AMOUNT
AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT.
IN CONSIDERATION AND IN
FURTHERANCE OF THE FOREGOING, EACH US TRANCHE LENDER HEREBY ABSOLUTELY AND
UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE ISSUING BANK, SUCH LENDER'S US TRANCHE PERCENTAGE OF EACH LC DISBURSEMENT
MADE BY THE ISSUING BANK AND NOT REIMBURSED BY THE COMPANY ON THE DATE DUE AS
PROVIDED IN PARAGRAPH (E) OF THIS SECTION OR OF ANY REIMBURSEMENT PAYMENT
REQUIRED TO BE REFUNDED TO THE COMPANY FOR ANY REASON.
EACH US TRANCHE 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 US TRANCHE
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 COMPANY SHALL REIMBURSE