ACQUIRE PARTICIPATIONS IN SWINGLINE LOANS PURSUANT TO THIS PARAGRAPH IS ABSOLUTE
AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER,
INCLUDING 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.
EACH REVOLVING
LENDER SHALL COMPLY WITH ITS OBLIGATION UNDER THIS PARAGRAPH BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, IN THE SAME MANNER AS PROVIDED IN SECTION 2.07 WITH
RESPECT TO LOANS MADE BY SUCH LENDER (AND SECTION 2.07 SHALL APPLY, MUTATIS
MUTANDIS, TO THE PAYMENT OBLIGATIONS OF THE REVOLVING LENDERS), AND THE
ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO THE SWINGLINE LENDER THE AMOUNTS SO
RECEIVED BY IT FROM THE REVOLVING LENDERS.
THE ADMINISTRATIVE AGENT SHALL
NOTIFY THE APPLICABLE BORROWER OF ANY PARTICIPATIONS IN ANY SWINGLINE LOAN
ACQUIRED PURSUANT TO THIS PARAGRAPH AND, THEREAFTER, PAYMENTS IN RESPECT OF SUCH
SWINGLINE LOAN SHALL BE MADE TO THE ADMINISTRATIVE AGENT AND NOT TO THE
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SWINGLINE LENDER.
ANY AMOUNTS RECEIVED BY THE SWINGLINE LENDER FROM A BORROWER
(OR OTHER PARTY ON BEHALF OF SUCH BORROWER) IN RESPECT OF A SWINGLINE LOAN AFTER
RECEIPT BY THE SWINGLINE LENDER OF THE PROCEEDS OF A SALE OF PARTICIPATIONS
THEREIN SHALL BE PROMPTLY REMITTED TO THE ADMINISTRATIVE AGENT; ANY SUCH AMOUNTS
RECEIVED BY THE ADMINISTRATIVE AGENT SHALL BE PROMPTLY REMITTED BY THE
ADMINISTRATIVE AGENT TO THE REVOLVING LENDERS THAT SHALL HAVE MADE THEIR
PAYMENTS PURSUANT TO THIS PARAGRAPH AND TO THE SWINGLINE LENDER, AS THEIR
INTERESTS MAY APPEAR, PROVIDED THAT ANY SUCH PAYMENT SO REMITTED SHALL BE REPAID
TO THE SWINGLINE LENDER OR TO THE ADMINISTRATIVE AGENT, AS APPLICABLE, IF AND TO
THE EXTENT SUCH PAYMENT IS REQUIRED TO BE REFUNDED TO SUCH BORROWER FOR ANY
REASON.
THE PURCHASE OF PARTICIPATIONS IN A SWINGLINE LOAN PURSUANT TO THIS
PARAGRAPH SHALL NOT RELIEVE THE APPLICABLE BORROWER OF ANY DEFAULT IN THE
PAYMENT THEREOF.
SECTION 2.05.
LETTERS OF CREDIT.
(A)
GENERAL.
UPON SATISFACTION OF THE
CONDITIONS SPECIFIED IN SECTION 4.01 ON THE RESTATEMENT EFFECTIVE DATE, EACH
EXISTING LETTER OF CREDIT WILL, AUTOMATICALLY AND WITHOUT ANY ACTION ON THE PART
OF ANY PERSON, BE DEEMED TO BE A LETTER OF CREDIT ISSUED HEREUNDER FOR ALL
PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH HEREIN, AT ANY TIME AND FROM TIME TO TIME DURING THE
AVAILABILITY PERIOD, (I) EACH BORROWER MAY REQUEST THE ISSUANCE OF LETTERS OF
CREDIT FOR ITS OWN ACCOUNT, (II) THE PARENT BORROWER MAY REQUEST THE ISSUANCE OF
LETTERS OF CREDIT FOR THE ACCOUNT OF ANY DOMESTIC SUBSIDIARY (SO LONG AS THE
PARENT BORROWER AND SUCH DOMESTIC SUBSIDIARY ARE CO-APPLICANTS IN RESPECT OF
SUCH LETTER OF CREDIT) AND (III) THE CANADIAN SUBSIDIARY BORROWER MAY REQUEST
THE ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNT OF ANY FOREIGN SUBSIDIARY (SO
LONG AS THE CANADIAN SUBSIDIARY BORROWER AND SUCH FOREIGN SUBSIDIARY ARE
CO-APPLICANTS IN RESPECT OF SUCH LETTER OF CREDIT), IN EACH CASE, IN A FORM
REASONABLY