AN EXPIRY DATE NOT LATER THAN THE EARLIER OF (I) ONE YEAR FROM THE DATE OF SUCH
RENEWAL AND (II) THE DATE THAT IS FIVE DAYS PRIOR TO THE REVOLVING MATURITY
DATE; PROVIDED THAT THE ISSUING BANK SHALL NOT PERMIT ANY SUCH RENEWAL IF
(X) THE ISSUING BANK HAS DETERMINED THAT IT WOULD HAVE NO OBLIGATION AT SUCH
TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS RENEWED FORM UNDER THE TERMS HEREOF
(BY REASON OF THE PROVISIONS OF SECTION 2.18(L) OR OTHERWISE), OR (Y) IT HAS
RECEIVED NOTICE ON OR BEFORE THE DAY THAT IS TWO BUSINESS DAYS BEFORE THE DATE
WHICH HAS BEEN AGREED UPON PURSUANT TO THE PROVISO OF THE FIRST SENTENCE OF THIS
PARAGRAPH, (1) FROM THE ADMINISTRATIVE AGENT THAT ANY REVOLVING LENDER DIRECTLY
AFFECTED THEREBY HAS ELECTED NOT TO PERMIT SUCH RENEWAL OR (2) FROM THE
ADMINISTRATIVE AGENT, ANY LENDER OR BORROWER THAT ONE OR MORE OF THE APPLICABLE
CONDITIONS SPECIFIED IN SECTION 4.01 ARE NOT THEN SATISFIED.
(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 REVOLVING LENDER, AND EACH REVOLVING LENDER HEREBY
ACQUIRES FROM THE ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT EQUAL
TO SUCH LENDER'S PRO RATA
50
PERCENTAGE OF THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF
CREDIT.
IN CONSIDERATION AND IN FURTHERANCE OF THE FOREGOING, EACH REVOLVING
LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE ISSUING BANK, SUCH LENDER'S PRO RATA PERCENTAGE OF
EACH LC DISBURSEMENT MADE BY THE ISSUING BANK AND NOT REIMBURSED BY BORROWER ON
THE DATE DUE AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION, OR OF ANY
REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO 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, BORROWER SHALL REIMBURSE SUCH LC DISBURSEMENT
BY PAYING TO THE ISSUING BANK AN AMOUNT EQUAL TO SUCH LC DISBURSEMENT NOT LATER
THAN 2:00 P.M., NEW YORK CITY TIME, ON THE DATE THAT SUCH LC DISBURSEMENT IS
MADE, IF BORROWER SHALL HAVE RECEIVED NOTICE OF SUCH LC DISBURSEMENT PRIOR TO
11:00 A.M., NEW YORK CITY TIME ON SUCH DATE, OR, IF SUCH NOTICE HAS NOT BEEN
RECEIVED BY BORROWER PRIOR TO SUCH TIME ON SUCH DATE, THEN NOT LATER THAN
2:00 P.M., NEW YORK CITY