THE AGGREGATE AMOUNT OF SUCH BANKERS' ACCEPTANCE (CALCULATED, IN
THE CASE OF ALTERNATE CURRENCY LETTERS OF CREDIT, BASED ON THE DOLLAR EQUIVALENT
THEREOF).
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 APPLICABLE ISSUING BANK, IN DOLLARS, SUCH
REVOLVING LENDER'S PRO RATA SHARE OF EACH L/C - BA DISBURSEMENT MADE BY SUCH
ISSUING BANK AND NOT REIMBURSED BY THE BORROWERS ON THE DATE DUE AS PROVIDED IN
PARAGRAPH (E) OF THIS SECTION, OR OF ANY REIMBURSEMENT PAYMENT REQUIRED TO BE
REFUNDED TO THE BORROWERS FOR ANY REASON (CALCULATED, IN THE CASE OF ANY
ALTERNATE CURRENCY LETTER OF CREDIT, BASED ON THE DOLLAR EQUIVALENT THEREOF).
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 COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT
ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
(E)
REIMBURSEMENT.
IF THE APPLICABLE ISSUING BANK SHALL MAKE
ANY L/C - BA DISBURSEMENT IN RESPECT OF A LETTER OF CREDIT OR BANKERS'
ACCEPTANCE, THE BORROWERS SHALL REIMBURSE SUCH L/C - BA DISBURSEMENT BY PAYING
TO THE ADMINISTRATIVE AGENT AN AMOUNT IN DOLLARS EQUAL TO SUCH L/C - BA
DISBURSEMENT (OR, IN THE CASE OF AN ALTERNATE CURRENCY LETTER OF CREDIT, THE
DOLLAR EQUIVALENT THEREOF) NOT LATER THAN 2:00 P.M., LOCAL TIME, ON THE THIRD
BUSINESS DAY AFTER THE BORROWERS RECEIVES NOTICE UNDER PARAGRAPH (G) OF THIS
SECTION OF SUCH L/C - BA DISBURSEMENT, TOGETHER WITH ACCRUED INTEREST THEREON
FROM THE DATE OF SUCH L/C - BA DISBURSEMENT AT THE RATE APPLICABLE TO ABR LOANS;
PROVIDED, THAT THE BORROWERS MAY, SUBJECT TO THE CONDITIONS TO BORROWING SET
FORTH HEREIN, REQUEST IN ACCORDANCE WITH SECTION 2.03 OR 2.04 THAT SUCH PAYMENT
BE FINANCED WITH AN ABR REVOLVING FACILITY BORROWING OR A SWINGLINE BORROWING,
AS APPLICABLE, IN AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO FINANCED, THE
BORROWERS' OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND REPLACED BY
THE RESULTING ABR REVOLVING FACILITY BORROWING OR SWINGLINE BORROWING.
IF THE
BORROWERS FAIL TO REIMBURSE ANY L/C - BA DISBURSEMENT WHEN DUE, THEN THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE APPLICABLE
71
ISSUING BANK AND EACH OTHER REVOLVING LENDER OF THE APPLICABLE L/C - BA
DISBURSEMENT, THE PAYMENT THEN DUE FROM THE BORROWERS IN RESPECT THEREOF AND, IN
THE CASE OF A REVOLVING LENDER, SUCH LENDER'S PRO RATA SHARE THEREOF.
PROMPTLY
FOLLOWING RECEIPT OF SUCH NOTICE, EACH REVOLVING LENDER SHALL PAY TO THE
ADMINISTRATIVE AGENT IN DOLLARS ITS PRO RATA SHARE OF THE PAYMENT THEN DUE FROM
THE BORROWERS IN THE SAME MANNER AS PROVIDED IN SECTION 2.06 WITH RESPECT TO
LOANS MADE BY SUCH LENDER (AND SECTION 2.06 SHALL APPLY, MUTATIS
MUTANDIS,