DATE OF THE ISSUANCE
OF SUCH LETTER OF CREDIT AND (II) THE DATE THAT IS FIVE (5) BUSINESS DAYS PRIOR
TO THE MATURITY DATE; PROVIDED THAT ANY STANDBY LETTER OF CREDIT MAY PROVIDE FOR
THE AUTOMATIC EXTENSION THEREOF FOR ANY NUMBER OF ADDITIONAL PERIODS EACH OF UP
TO ONE YEAR IN DURATION (NONE OF WHICH, IN ANY EVENT, SHALL EXTEND BEYOND THE
DATE REFERRED TO IN CLAUSE (II) OF THIS PARAGRAPH (C)).
EACH COMMERCIAL LETTER
OF CREDIT SHALL EXPIRE ON THE EARLIER OF (I) 180 DAYS AFTER THE DATE OF THE
ISSUANCE OF SUCH LETTER OF CREDIT AND (II) THE DATE THAT IS THIRTY (30) DAYS
PRIOR TO 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 APPLICABLE ISSUING BANK OR THE REVOLVING
LENDERS, THE APPLICABLE ISSUING BANK HEREBY GRANTS TO EACH REVOLVING LENDER, AND
EACH REVOLVING LENDER HEREBY ACQUIRES FROM SUCH ISSUING BANK, A PARTICIPATION IN
SUCH LETTER OF CREDIT EQUAL TO SUCH LENDER'S APPLICABLE 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 AGENT, FOR THE ACCOUNT OF
THE APPLICABLE ISSUING BANK, SUCH LENDER'S APPLICABLE PERCENTAGE OF EACH LC
DISBURSEMENT MADE BY SUCH ISSUING BANK AND NOT REIMBURSED BY THE BORROWERS ON
THE DATE DUE AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION 2.06, OR OF ANY
REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO ANY BORROWER FOR ANY REASON.
EACH REVOLVING 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 APPLICABLE ISSUING BANK SHALL MAKE ANY LC
DISBURSEMENT IN RESPECT OF A LETTER OF CREDIT, THE BORROWERS SHALL REIMBURSE
SUCH LC DISBURSEMENT BY PAYING TO THE AGENT (OR, IN THE CASE OF DOCUMENTARY
LETTERS OF CREDIT, THE APPLICABLE ISSUING BANK) AN AMOUNT EQUAL TO SUCH LC
DISBURSEMENT NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON THE BUSINESS DAY
IMMEDIATELY FOLLOWING THE DATE THE BORROWER AGENT RECEIVES NOTICE OF SUCH LC
DISBURSEMENT UNDER PARAGRAPH (G) OF THIS SECTION 2.06; PROVIDED THAT THE
BORROWER AGENT MAY, SUBJECT TO THE CONDITIONS TO BORROWING SET FORTH HEREIN,
REQUEST IN
48
ACCORDANCE WITH SECTION 2.03 OR 2.05 THAT SUCH PAYMENT BE FINANCED WITH AN ABR
REVOLVING BORROWING OR SWINGLINE LOAN IN AN EQUIVALENT AMOUNT AND, TO THE EXTENT
SO FINANCED, THE BORROWERS' OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED
AND REPLACED BY THE RESULTING ABR REVOLVING BORROWING OR