ACCOMPANIED BY THE ISSUING BANK'S STANDARD APPLICATION AND AGREEMENT FOR
STANDBY OR DOCUMENTARY LETTERS OF CREDIT, AS APPLICABLE (EACH, A "REIMBURSEMENT
AGREEMENT") EXECUTED BY THE PRESIDENT OF THE BORROWER OR A FINANCIAL OFFICER,
AND SHALL SPECIFY (I) THE BENEFICIARY OF SUCH LETTER OF CREDIT AND THE
OBLIGATIONS OF THE BORROWER OR SUCH SUBSIDIARY IN RESPECT OF WHICH SUCH LETTER
OF CREDIT IS TO BE ISSUED, (II) THE BORROWER'S PROPOSAL AS TO THE CONDITIONS
UNDER WHICH A DRAWING MAY BE MADE UNDER SUCH LETTER OF CREDIT AND THE
DOCUMENTATION TO BE REQUIRED IN RESPECT THEREOF, (III) THE MAXIMUM AMOUNT TO BE
AVAILABLE UNDER SUCH LETTER OF CREDIT, AND (IV) THE REQUESTED DATES OF ISSUANCE
AND EXPIRATION. UPON RECEIPT OF SUCH LETTER OF CREDIT REQUEST FROM THE BORROWER,
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE ISSUING BANK AND EACH OTHER
LENDER THEREOF.
EACH LETTER OF CREDIT SHALL BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ISSUING BANK, WITH SUCH PROVISIONS WITH RESPECT TO THE
CONDITIONS UNDER WHICH A DRAWING MAY BE MADE THEREUNDER AND THE DOCUMENTATION
REQUIRED IN RESPECT OF SUCH DRAWING AS THE ISSUING BANK SHALL REASONABLY
REQUIRE.
EACH LETTER OF CREDIT SHALL BE USED SOLELY FOR THE PURPOSES DESCRIBED
THEREIN.
THE ISSUING BANK SHALL, ON THE PROPOSED DATE OF ISSUANCE AND SUBJECT
TO THE TERMS AND CONDITIONS OF THE REIMBURSEMENT AGREEMENT, IF ANY, AND TO THE
OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, ISSUE THE REQUESTED LETTER OF
CREDIT.
(C)
EACH PAYMENT BY THE ISSUING BANK OF A DRAFT DRAWN UNDER A LETTER
OF CREDIT SHALL GIVE RISE TO AN OBLIGATION ON THE PART OF THE BORROWER TO
REIMBURSE THE ISSUING BANK BY 3:00 P.M. NEW YORK CITY TIME TWO BUSINESS DAYS
AFTER THE DATE OF SUCH PAYMENT TOGETHER WITH INTEREST ON THE AMOUNT OF SUCH
PAYMENT FROM THE DATE SUCH PAYMENT WAS MADE BY THE ISSUING BANK.
Section 2.10
Letter of Credit Participation and Funding Commitments
(A)
EACH LENDER HEREBY UNCONDITIONALLY, IRREVOCABLY AND SEVERALLY (AND
NOT JOINTLY) FOR ITSELF ONLY AND WITHOUT ANY NOTICE TO OR THE TAKING OF ANY
ACTION BY SUCH LENDER, TAKES AN UNDIVIDED PARTICIPATING INTEREST IN THE
OBLIGATIONS OF THE ISSUING BANK UNDER AND IN CONNECTION WITH EACH LETTER OF
CREDIT IN AN AMOUNT EQUAL TO SUCH LENDER'S COMMITMENT PERCENTAGE OF THE AMOUNT
OF SUCH LETTER OF CREDIT.
EACH LENDER SHALL BE LIABLE TO THE ISSUING BANK FOR
ITS COMMITMENT PERCENTAGE OF THE UNREIMBURSED AMOUNT OF ANY DRAFT DRAWN AND
HONORED UNDER EACH LETTER OF CREDIT.
EACH LENDER SHALL ALSO BE LIABLE FOR AN
AMOUNT EQUAL TO THE PRODUCT OF ITS COMMITMENT PERCENTAGE AND ANY AMOUNTS PAID BY
THE BORROWER THAT ARE SUBSEQUENTLY RESCINDED OR AVOIDED, OR MUST OTHERWISE BE
RESTORED OR RETURNED.
SUCH LIABILITIES SHALL BE UNCONDITIONAL AND WITHOUT
REGARD TO THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT OR THE COMPLIANCE BY
THE BORROWER WITH ANY OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
(B)
THE ISSUING BANK WILL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT,
AND THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY THE