TIME DURING THE AVAILABILITY CAP
PERIOD, $45,000,000 OR (C) AT ANY TIME DURING A REDUCED AVAILABILITY PERIOD, THE
REDUCED AVAILABILITY AMOUNT AT SUCH TIME.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR TO THE
CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE ONE YEAR AFTER THE DATE OF THE
ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR EXTENSION
THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION) AND (II) THE DATE THAT IS
FIVE BUSINESS DAYS PRIOR TO THE MATURITY DATE.
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF A LETTER OF CREDIT (OR AN AMENDMENT TO
A LETTER OF CREDIT INCREASING
58
THE AMOUNT THEREOF) AND WITHOUT ANY FURTHER ACTION ON THE PART OF THE ISSUING
BANK OR THE LENDERS, THE ISSUING BANK HEREBY GRANTS TO EACH DOMESTIC LENDER, AND
EACH DOMESTIC LENDER HEREBY ACQUIRES FROM THE ISSUING BANK, A PARTICIPATION IN
SUCH LETTER OF CREDIT EQUAL TO SUCH DOMESTIC 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 DOMESTIC LENDER HEREBY
ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT, FOR
THE ACCOUNT OF THE ISSUING BANK, SUCH DOMESTIC LENDER'S APPLICABLE PERCENTAGE OF
EACH LC DISBURSEMENT MADE BY THE ISSUING BANK AND NOT REIMBURSED BY THE PARENT
BORROWER ON THE DATE DUE AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION, OR OF ANY
REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO THE PARENT BORROWER FOR ANY
REASON.
EACH DOMESTIC 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 ISSUING BANK SHALL MAKE ANY LC DISBURSEMENT IN
RESPECT OF A LETTER OF CREDIT, THE PARENT BORROWER SHALL REIMBURSE SUCH
LC DISBURSEMENT BY PAYING TO THE ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO SUCH
LC DISBURSEMENT NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON THE DATE THAT
SUCH LC DISBURSEMENT IS MADE, IF THE PARENT BORROWER SHALL HAVE RECEIVED NOTICE
OF SUCH LC DISBURSEMENT PRIOR TO 10:00 A.M., NEW YORK CITY TIME, ON SUCH DATE,
OR, IF SUCH NOTICE HAS NOT BEEN RECEIVED BY THE PARENT BORROWER PRIOR TO SUCH
TIME ON SUCH DATE, THEN NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON
(I) THE BUSINESS DAY THAT THE PARENT BORROWER RECEIVES SUCH NOTICE, IF SUCH
NOTICE IS RECEIVED PRIOR TO 10:00 A.M., NEW YORK CITY TIME, ON THE DAY OF
RECEIPT, OR (II) THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT THE PARENT
BORROWER RECEIVES SUCH NOTICE, IF SUCH NOTICE IS NOT RECEIVED PRIOR TO SUCH TIME
ON THE DAY