LENDER'S APPLICABLE
PERCENTAGE OF SUCH SWINGLINE LOAN OR LOANS.
EACH REVOLVING LENDER ACKNOWLEDGES
AND AGREES THAT ITS OBLIGATION TO ACQUIRE PARTICIPATIONS IN SWINGLINE LOANS
PURSUANT TO THIS PARAGRAPH IS ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE
AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER, INCLUDING 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.
EACH REVOLVING LENDER SHALL COMPLY WITH ITS OBLIGATION
UNDER THIS PARAGRAPH BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, IN THE
SAME MANNER AS PROVIDED IN SECTION 2.07 WITH RESPECT TO LOANS MADE BY SUCH
LENDER (AND SECTION 2.07 SHALL APPLY, MUTATIS MUTANDIS, TO THE PAYMENT
OBLIGATIONS OF THE LENDERS), AND THE AGENT SHALL PROMPTLY PAY TO THE SWINGLINE
LENDER THE AMOUNTS SO RECEIVED BY IT FROM THE REVOLVING LENDERS.
THE AGENT
SHALL NOTIFY THE BORROWER OF ANY PARTICIPATIONS IN ANY SWINGLINE LOAN ACQUIRED
PURSUANT TO THIS PARAGRAPH, AND THEREAFTER PAYMENTS IN RESPECT OF SUCH SWINGLINE
LOAN SHALL BE MADE TO THE AGENT AND NOT TO THE SWINGLINE LENDER.
ANY AMOUNTS
RECEIVED BY THE SWINGLINE LENDER FROM THE BORROWER (OR OTHER PARTY ON BEHALF OF
THE BORROWER) IN RESPECT OF A SWINGLINE LOAN AFTER RECEIPT BY THE SWINGLINE
LENDER OF THE PROCEEDS OF A SALE OF PARTICIPATIONS THEREIN SHALL BE PROMPTLY
REMITTED TO THE AGENT; ANY SUCH AMOUNTS RECEIVED BY THE AGENT SHALL BE PROMPTLY
REMITTED BY THE AGENT TO THE REVOLVING LENDERS THAT SHALL HAVE MADE THEIR
PAYMENTS PURSUANT TO THIS PARAGRAPH AND TO THE SWINGLINE LENDER, AS THEIR
INTERESTS MAY APPEAR; PROVIDED THAT ANY SUCH PAYMENT SO REMITTED SHALL BE REPAID
TO THE SWINGLINE LENDER OR TO THE AGENT, AS APPLICABLE, IF AND TO THE EXTENT
SUCH PAYMENT IS REQUIRED TO BE REFUNDED TO THE BORROWER FOR ANY REASON.
THE
PURCHASE OF PARTICIPATIONS IN A SWINGLINE LOAN PURSUANT TO THIS PARAGRAPH SHALL
NOT RELIEVE THE BORROWER OF ANY DEFAULT IN THE PAYMENT THEREOF.
SECTION 2.06. LETTERS OF CREDIT.
(A)
GENERAL.
ON AND AFTER THE CLOSING DATE,
EACH EXISTING LETTER OF CREDIT SHALL BE DEEMED TO BE A LETTER OF CREDIT ISSUED
HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
FOR PURPOSES HEREOF WILL BE DEEMED TO HAVE BEEN ISSUED ON THE CLOSING DATE.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, (I) EACH ISSUING BANK
AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE OTHER REVOLVING LENDERS SET FORTH
IN THIS SECTION 2.06, (A) FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE
PERIOD FROM THE CLOSING DATE TO BUT NOT INCLUDING THE 30TH DAY PRIOR TO THE
MATURITY DATE, UPON THE REQUEST OF THE BORROWER, TO ISSUE LETTERS OF CREDIT
DENOMINATED IN DOLLARS ONLY AND ISSUED ON SIGHT BASIS ONLY FOR THE ACCOUNT OF
THE BORROWER (OR ANY SUBSIDIARY OF THE BORROWER SO LONG AS THE BORROWER IS A
JOINT AND SEVERAL CO-APPLICANT, AND REFERENCES TO "THE BORROWER" IN THIS
SECTION 2.06 SHALL BE DEEMED TO INCLUDE REFERENCE TO SUCH