EXTENSION OF EACH LETTER OF CREDIT
THE BORROWER SHALL BE
23
DEEMED TO REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION (I) THE LC EXPOSURE SHALL NOT EXCEED $5,000,000
AND (II) THE SUM OF THE TOTAL REVOLVER A CREDIT EXPOSURES SHALL NOT EXCEED THE
TOTAL REVOLVER A 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; PROVIDED, HOWEVER, THAT ANY LETTER OF CREDIT WITH A ONE YEAR TENOR MAY
PROVIDE FOR THE RENEWAL THEREOF FOR ADDITIONAL ONE YEAR PERIODS WHICH SHALL IN
NO EVENT EXTEND BEYOND THE DATE THAT IS FIVE BUSINESS DAYS PRIOR TO THE MATURITY
DATE UNLESS CASH COLLATERAL, AS SET FORTH IN SECTION 2.06(K) BELOW SHALL HAVE
BEEN GRANTED TO THE ISSUING BANK AS SECURITY FOR THE INDEBTEDNESS UNDER THE LOAN
DOCUMENTS NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE MATURITY DATE, IN WHICH
CASE SUCH CASH COLLATERALIZED LETTER OF CREDIT SHALL NOT HAVE AN EXPIRATION DATE
LATER THAN ONE YEAR AFTER THE MATURITY DATE.
(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 REVOLVER A APPLICABLE PERCENTAGE 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
REVOLVER A APPLICABLE PERCENTAGE 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 REVOLVER A COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE
MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
PROMPTLY FOLLOWING RECEIPT OF A NOTICE FROM BORROWER REQUESTING THE ISSUANCE OF
A LETTER OF CREDIT IN ACCORDANCE WITH SECTION 2.06(B), THE ADMINISTRATIVE AGENT
SHALL ADVISE EACH LENDER OF THE DETAILS THEREOF AND OF THE AMOUNT OF SUCH