THREE BUSINESS DAYS PRIOR TO THE REVOLVING
CREDIT 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 RESPECTIVE LC ISSUER OR THE
LENDERS, SUCH LC ISSUER HEREBY GRANTS TO EACH REVOLVING LENDER, AND EACH
REVOLVING LENDER HEREBY ACQUIRES FROM SUCH LC ISSUER, 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 REVOLVING LENDER HEREBY ABSOLUTELY AND
UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE RESPECTIVE LC ISSUER, SUCH LENDER'S APPLICABLE PERCENTAGE OF EACH LC
DISBURSEMENT MADE BY SUCH LC ISSUER AND NOT REIMBURSED BY THE BORROWER ON THE
DATE DUE AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION, OR OF ANY REIMBURSEMENT
PAYMENT REQUIRED TO BE REFUNDED TO THE BORROWER FOR ANY REASON.
EACH REVOLVING
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 A DEFAULT OR REDUCTION OR TERMINATION OF THE
REVOLVING COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY
OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
(E)
REIMBURSEMENT.
IF AN LC ISSUER SHALL MAKE
ANY LC DISBURSEMENT IN RESPECT OF A LETTER OF CREDIT, THE 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., NEW YORK CITY TIME, ON
THE DATE THAT SUCH LC DISBURSEMENT IS MADE (PROVIDED THAT IF THE BORROWER IS NOT
NOTIFIED PRIOR TO 11:00 A.M. NEW YORK TIME OF SUCH DISBURSEMENT ON THE DATE
THEREOF, THE BORROWER MAY MAKE SUCH REIMBURSEMENTS NOT LATER THAN 3:00 P.M. ON
THE BUSINESS DAY FOLLOWING SUCH LC DISBURSEMENT PROVIDED THAT INTEREST THEREON
IS PAID THROUGH SUCH BUSINESS DAY), PROVIDED THAT THE BORROWER MAY, SUBJECT TO
THE CONDITIONS TO BORROWING SET FORTH HEREIN, REQUEST IN ACCORDANCE WITH SECTION
2.03 THAT SUCH PAYMENT BE FINANCED WITH A REVOLVING LOAN BORROWING OR SWINGLINE
LOAN IN AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO FINANCED, THE BORROWER'S
OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND REPLACED BY THE
RESULTING REVOLVING LOAN BORROWING OR SWINGLINE LOAN.
IF THE BORROWER FAILS TO
MAKE SUCH PAYMENT WHEN DUE, THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH REVOLVING
LENDER OF THE APPLICABLE LC DISBURSEMENT, THE PAYMENT THEN DUE FROM THE BORROWER
IN RESPECT THEREOF AND SUCH LENDER'S APPLICABLE PERCENTAGE THEREOF.
PROMPTLY
FOLLOWING RECEIPT OF SUCH NOTICE, EACH REVOLVING LENDER SHALL PAY TO THE
ADMINISTRATIVE AGENT ITS APPLICABLE PERCENTAGE OF THE PAYMENT THEN DUE FROM THE
BORROWER, IN THE SAME MANNER AS PROVIDED IN SECTION 2.06 WITH RESPECT TO LOANS
MADE BY SUCH LENDER