REVOLVING CREDIT LENDER.
THE RENEWAL OR
EXTENSION OF ANY OUTSTANDING LETTER OF CREDIT SHALL, FOR PURPOSES OF THIS
ARTICLE III, BE TREATED IN ALL RESPECTS AS THE ISSUANCE OF A NEW LETTER OF
CREDIT.
3.3
PARTICIPATIONS.
IMMEDIATELY UPON THE
ISSUANCE OF ANY LETTER OF CREDIT (AND UPON THE CLOSING DATE, WITH RESPECT TO
EACH EXISTING LETTER OF CREDIT, AND WITHOUT ANY FURTHER ACTION BY ANY PARTY TO
THIS AGREEMENT), THE ISSUING LENDER SHALL BE DEEMED TO HAVE SOLD AND TRANSFERRED
TO EACH REVOLVING CREDIT LENDER, AND EACH REVOLVING CREDIT LENDER SHALL BE
DEEMED IRREVOCABLY AND UNCONDITIONALLY TO HAVE PURCHASED AND RECEIVED FROM THE
ISSUING LENDER, WITHOUT RECOURSE OR WARRANTY (EXCEPT FOR THE ABSENCE OF LIENS
THEREON CREATED, INCURRED OR SUFFERED TO EXIST BY, THROUGH OR UNDER THE ISSUING
LENDER), AN UNDIVIDED INTEREST AND PARTICIPATION, PRO RATA (BASED ON THE
PERCENTAGE OF THE AGGREGATE REVOLVING CREDIT COMMITMENTS REPRESENTED BY SUCH
REVOLVING CREDIT LENDER'S REVOLVING CREDIT COMMITMENT), IN SUCH LETTER OF
CREDIT, EACH DRAWING MADE THEREUNDER AND THE OBLIGATIONS OF THE COMPANY UNDER
THIS AGREEMENT WITH RESPECT THERETO AND ANY COLLATERAL OR OTHER SECURITY
THEREFOR OR GUARANTY PERTAINING THERETO; PROVIDED, HOWEVER, THAT THE FEE
RELATING TO LETTERS OF CREDIT DESCRIBED IN SECTION 2.9(D) SHALL BE PAYABLE
DIRECTLY TO THE ISSUING LENDER AS PROVIDED THEREIN, AND THE OTHER REVOLVING
CREDIT LENDERS SHALL HAVE NO RIGHT TO RECEIVE ANY PORTION THEREOF.
IN
CONSIDERATION AND IN FURTHERANCE OF THE FOREGOING, EACH REVOLVING CREDIT LENDER
HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT,
FOR THE ACCOUNT OF THE ISSUING LENDER, SUCH LENDER'S PRO RATA SHARE (DETERMINED
AS PROVIDED ABOVE) OF EACH REIMBURSEMENT OBLIGATION NOT REIMBURSED BY THE
COMPANY ON THE DATE DUE AS PROVIDED IN SECTION 3.4 OR THROUGH THE BORROWING OF
REVOLVING LOANS AS PROVIDED IN SECTION 3.5, OR OF ANY REIMBURSEMENT PAYMENT
REQUIRED TO BE REFUNDED TO THE COMPANY FOR ANY REASON.
UPON ANY CHANGE IN THE
REVOLVING CREDIT COMMITMENTS OF ANY OF THE REVOLVING CREDIT
67
LENDERS PURSUANT TO SECTION 11.7(A), WITH RESPECT TO ALL OUTSTANDING LETTERS OF
CREDIT AND REIMBURSEMENT OBLIGATIONS THERE SHALL BE AN AUTOMATIC ADJUSTMENT TO
THE PARTICIPATIONS PURSUANT TO THIS SECTION 3.3 TO REFLECT THE NEW PRO RATA
SHARES OF THE ASSIGNING LENDER AND THE ASSIGNEE.
EACH REVOLVING LENDER'S
OBLIGATION TO MAKE PAYMENT TO THE ISSUING LENDER PURSUANT TO THIS SECTION 3.4
SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY
CIRCUMSTANCE WHATSOEVER, INCLUDING THE TERMINATION OF THE REVOLVING CREDIT
COMMITMENTS OR THE EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT, AND EACH SUCH
PAYMENT SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, REDUCTION OR WITHHOLDING
WHATSOEVER.
3.4
REIMBURSEMENT.
THE COMPANY HEREBY AGREES TO
REIMBURSE THE ISSUING LENDER BY MAKING PAYMENT TO THE ADMINISTRATIVE AGENT, FOR
THE ACCOUNT OF THE ISSUING LENDER, IN IMMEDIATELY AVAILABLE FUNDS, FOR ANY
PAYMENT MADE BY THE ISSUING LENDER UNDER ANY LETTER OF CREDIT (EACH SUCH AMOUNT
SO PAID UNTIL REIMBURSED, TOGETHER WITH INTEREST THEREON PAYABLE AS PROVIDED
HEREINBELOW, A "REIMBURSEMENT OBLIGATION") IMMEDIATELY AFTER, AND IN ANY EVENT