GRANTS TO EACH REVOLVING LENDER, AND EACH REVOLVING LENDER
HEREBY ACQUIRES FROM THE ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT
EQUAL TO SUCH REVOLVING LENDER'S PRO RATA 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 US ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE ISSUING BANK, SUCH REVOLVING LENDER'S PRO RATA PERCENTAGE OF EACH LC
DISBURSEMENT MADE BY THE ISSUING BANK AND NOT REIMBURSED BY US BORROWERS ON THE
DATE DUE AS PROVIDED IN SECTION 2.18(D), OR OF ANY REIMBURSEMENT PAYMENT
REQUIRED TO BE REFUNDED TO US BORROWERS 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 COMMITMENTS, OR
EXPIRATION, TERMINATION OR CASH COLLATERALIZATION OF ANY LETTER OF CREDIT AND
THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING
OR REDUCTION WHATSOEVER.
(E)
REIMBURSEMENT.
(I)
IF THE ISSUING BANK SHALL MAKE ANY LC DISBURSEMENT IN RESPECT OF
A LETTER OF CREDIT OR LC ACCEPTANCE, US BORROWERS (OR CANADIAN BORROWER, IN THE
FIRST INSTANCE, AND US BORROWERS, ALTERNATIVELY, FOR LETTERS OF CREDIT GOVERNED
BY SECTION 2.18(M)) SHALL REIMBURSE SUCH LC DISBURSEMENT BY PAYING TO THE
ISSUING BANK 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 IF
ADMINISTRATIVE BORROWER SHALL HAVE RECEIVED NOTICE OF SUCH LC DISBURSEMENT PRIOR
TO 11:00 A.M., NEW YORK CITY TIME, ON SUCH DATE, OR, IF SUCH NOTICE HAS NOT BEEN
RECEIVED BY ADMINISTRATIVE 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 ADMINISTRATIVE BORROWER RECEIVES SUCH NOTICE; PROVIDED
THAT US BORROWERS 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, ADMINISTRATIVE BORROWERS' OBLIGATION TO MAKE SUCH PAYMENT SHALL BE
DISCHARGED AND REPLACED BY THE RESULTING ABR REVOLVING LOANS OR SWINGLINE LOANS.
88
(II)
IF US BORROWERS (OR CANADIAN BORROWER AND US BORROWERS FOR
LETTERS OF CREDIT GOVERNED BY SECTION 2.18(M)) FAIL TO MAKE SUCH PAYMENT WHEN
DUE, THE ISSUING BANK SHALL NOTIFY THE US ADMINISTRATIVE AGENT AND THE US
ADMINISTRATIVE AGENT SHALL NOTIFY EACH REVOLVING LENDER OF THE APPLICABLE LC
DISBURSEMENT, THE PAYMENT THEN DUE FROM US BORROWERS 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 US ADMINISTRATIVE AGENT
NOT LATER