THE RENEWAL THEREOF
FOR ADDITIONAL ONE-YEAR PERIODS (WHICH SHALL IN NO EVENT EXTEND BEYOND THE DATE
REFERRED TO IN CLAUSE (II) ABOVE).
(D)
PARTICIPATIONS. BY THE ISSUANCE OF A EURO LETTER OF CREDIT (OR AN
AMENDMENT TO A EURO LETTER OF CREDIT INCREASING THE AMOUNT THEREOF) AND WITHOUT
ANY FURTHER ACTION ON THE PART OF THE EURO ISSUING LENDER OR THE LENDERS, THE
EURO ISSUING LENDER HEREBY GRANTS TO EACH EURO REVOLVING CREDIT LENDER, AND EACH
SUCH EURO REVOLVING CREDIT LENDER HEREBY ACQUIRES FROM THE EURO ISSUING LENDER,
A PARTICIPATION IN SUCH EURO LETTER OF CREDIT EQUAL TO SUCH LENDER'S EURO
APPLICABLE PERCENTAGE OF THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH
EURO LETTER OF CREDIT. IN CONSIDERATION AND IN FURTHERANCE OF THE FOREGOING,
EACH EURO REVOLVING CREDIT LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES
TO PAY TO THE EURO ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE EURO ISSUING
LENDER, SUCH LENDER'S EURO APPLICABLE PERCENTAGE OF EACH EURO LC DISBURSEMENT
MADE BY THE EURO ISSUING LENDER AND NOT REIMBURSED BY THE EURO BORROWER ON THE
DATE DUE AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION, OR OF ANY REIMBURSEMENT
PAYMENT REQUIRED TO BE REFUNDED TO THE EURO BORROWER FOR ANY REASON. EACH EURO
REVOLVING CREDIT LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO ACQUIRE
PARTICIPATIONS PURSUANT TO THIS PARAGRAPH IN RESPECT OF EURO LETTERS OF CREDIT
IS ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE
WHATSOEVER, INCLUDING ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY EURO LETTER OF
CREDIT OR THE OCCURRENCE AND CONTINUANCE OF A DEFAULT OR 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 EURO ISSUING LENDER SHALL MAKE ANY EURO LC
DISBURSEMENT IN RESPECT OF A EURO LETTER OF CREDIT FOR THE EURO BORROWER'S OWN
ACCOUNT OR THE ACCOUNT OF ANY OF ITS SUBSIDIARIES, THE EURO BORROWER SHALL
REIMBURSE SUCH EURO LC DISBURSEMENT BY PAYING TO THE EURO ADMINISTRATIVE AGENT
AN AMOUNT EQUAL TO SUCH LC DISBURSEMENT NOT LATER THAN 1:00 P.M., LONDON TIME,
ON THE DATE THAT SUCH EURO LC DISBURSEMENT IS MADE, IF THE EURO BORROWER SHALL
HAVE RECEIVED NOTICE OF SUCH EURO LC DISBURSEMENT PRIOR TO 11:00 A.M., LONDON
TIME, ON SUCH DATE, OR, IF SUCH NOTICE HAS NOT BEEN RECEIVED BY THE EURO
BORROWER PRIOR TO SUCH TIME ON SUCH DATE, THEN NOT LATER THAN 1:00 P.M., LONDON
TIME, ON THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT THE EURO BORROWER
RECEIVES SUCH NOTICE, IF SUCH NOTICE IS NOT RECEIVED PRIOR TO SUCH TIME ON THE
DAY OF RECEIPT; PROVIDED THAT, IF SUCH EURO LC DISBURSEMENT IS NOT LESS THAN
€500,000, THE EURO BORROWER MAY, SUBJECT TO THE CONDITIONS TO BORROWING SET
FORTH HEREIN, REQUEST, IN ACCORDANCE WITH SECTION 2.03 OR SECTION 2.04, THAT
SUCH PAYMENT BE FINANCED WITH A EURO SWINGLINE LOAN IN AN EQUIVALENT AMOUNT AND,
TO THE EXTENT SO FINANCED, THE EURO BORROWER'S OBLIGATION TO