(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 (PROVIDED THAT LETTERS OF CREDIT
HAVING A ONE-YEAR TENOR MAY PROVIDE FOR THE RENEWAL THEREOF FOR ADDITIONAL
ONE-YEAR PERIODS, BUT NOT EXTENDING BEYOND THE DATE REFERRED TO IN CLAUSE (II)
BELOW) AND (II) THE DATE THAT IS FIVE BUSINESS 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 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 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 APPLICABLE PERCENTAGE OF EACH
LC DISBURSEMENT MADE BY THE ISSUING BANK AND NOT REIMBURSED BY THE APPLICABLE
BORROWER ON THE DATE DUE AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION, OR OF ANY
REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO THE APPLICABLE 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 AN EVENT OF
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, THE APPLICABLE BORROWER SHALL
REIMBURSE SUCH LC DISBURSEMENT BY PAYING TO THE ADMINISTRATIVE AGENT AN AMOUNT
EQUAL TO SUCH LC DISBURSEMENT NOT LATER THAN 3:00 P.M., EASTERN TIME, ON THE
DATE THAT SUCH LC DISBURSEMENT IS MADE, IF THE APPLICABLE BORROWER SHALL HAVE
RECEIVED NOTICE OF SUCH LC DISBURSEMENT PRIOR TO 10:00 A.M., EASTERN TIME, ON
SUCH DATE, OR, IF SUCH NOTICE HAS NOT BEEN RECEIVED BY THE APPLICABLE BORROWER
PRIOR TO SUCH TIME ON SUCH DATE, THEN NOT LATER THAN 3:00 P.M., EASTERN TIME, ON
THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT THE APPLICABLE BORROWER
RECEIVES SUCH NOTICE; PROVIDED THAT THE APPLICABLE BORROWER MAY, SUBJECT TO THE
CONDITIONS TO BORROWING SET FORTH HEREIN, REQUEST IN 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
APPLICABLE BORROWER'S OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND
REPLACED BY THE RESULTING ABR REVOLVING BORROWING OR