THE US BORROWER ON
THE DATE DUE AS PROVIDED IN SECTION 2.18(E), OR OF ANY REIMBURSEMENT PAYMENT
REQUIRED TO BE REFUNDED TO THE US BORROWER FOR ANY REASON.
EACH REVOLVING
LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO ACQUIRE PARTICIPATIONS
PURSUANT TO THIS PARAGRAPH IN RESPECT OF US LETTERS OF CREDIT IS ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER,
INCLUDING ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY US LETTER OF CREDIT OR THE
OCCURRENCE AND CONTINUANCE OF A DEFAULT OR REDUCTION OR TERMINATION OF THE
COMMITMENTS, OR EXPIRATION, TERMINATION OR CASH COLLATERALIZATION OF ANY US
LETTER OF CREDIT AND THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY OFFSET,
ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
60
(E)
REIMBURSEMENT.
(I)
IF THE ISSUING BANK SHALL MAKE ANY US LC DISBURSEMENT IN RESPECT OF A
US LETTER OF CREDIT, THE US BORROWER SHALL REIMBURSE SUCH LC DISBURSEMENT BY
PAYING TO THE ISSUING BANK AN AMOUNT EQUAL TO SUCH US LC DISBURSEMENT NOT LATER
THAN 3:00 P.M., NEW YORK CITY TIME, ON THE DATE THAT SUCH US LC DISBURSEMENT IS
MADE IF THE US BORROWER SHALL HAVE RECEIVED NOTICE OF SUCH US LC DISBURSEMENT
PRIOR TO 11:00 A.M., NEW YORK CITY TIME, ON SUCH DATE, OR, IF SUCH NOTICE HAS
NOT BEEN RECEIVED BY THE US BORROWER PRIOR TO SUCH TIME ON SUCH DATE, THEN NOT
LATER THAN 3:00 P.M., NEW YORK CITY TIME, ON THE BUSINESS DAY IMMEDIATELY
FOLLOWING THE DAY THAT THE US BORROWER RECEIVES SUCH NOTICE; PROVIDED THAT THE
US BORROWER MAY, SUBJECT TO THE CONDITIONS TO BORROWING SET FORTH HEREIN,
REQUEST IN ACCORDANCE WITH SECTION 2.03 THAT SUCH PAYMENT BE FINANCED WITH ABR
REVOLVING LOANS OR SWINGLINE LOANS IN AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO
FINANCED, THE US BORROWER OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED
AND REPLACED BY THE RESULTING ABR REVOLVING LOANS OR SWINGLINE LOANS.
(II)
IF THE US BORROWER FAILS TO MAKE SUCH PAYMENT WHEN DUE, THE ISSUING
BANK SHALL NOTIFY THE ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE AGENT SHALL
NOTIFY EACH REVOLVING LENDER OF THE APPLICABLE US LC DISBURSEMENT, THE PAYMENT
THEN DUE FROM THE US BORROWER IN RESPECT THEREOF AND SUCH REVOLVING LENDER'S PRO
RATA PERCENTAGE THEREOF.
EACH REVOLVING LENDER SHALL PAY BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO THE ADMINISTRATIVE AGENT NOT LATER THAN 2:00
P.M., NEW YORK CITY TIME, ON SUCH DATE (OR, IF SUCH REVOLVING LENDER SHALL HAVE
RECEIVED SUCH NOTICE LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON ANY DAY, NOT
LATER THAN 11:00 A.M., NEW YORK CITY TIME, ON THE IMMEDIATELY FOLLOWING BUSINESS
DAY), AN AMOUNT EQUAL TO SUCH REVOLVING LENDER'S PRO RATA PERCENTAGE OF THE
UNREIMBURSED US LC DISBURSEMENT IN THE SAME MANNER AS PROVIDED IN
SECTION 2.02(C) WITH RESPECT TO REVOLVING LOANS MADE BY SUCH REVOLVING LENDER,
AND THE ADMINISTRATIVE AGENT WILL PROMPTLY PAY TO THE ISSUING BANK THE AMOUNTS
SO RECEIVED BY IT FROM THE REVOLVING LENDERS.
THE ADMINISTRATIVE AGENT WILL
PROMPTLY PAY TO THE ISSUING BANK