EVENT
WITHIN ONE BUSINESS DAY) NOTIFY THE ADMINISTRATIVE AGENT OF EACH ISSUANCE,
AMENDMENT, RENEWAL, EXTENSION OR EXPIRY OF THE LETTER OF CREDIT, AND SHALL
PROVIDE TO THE ADMINISTRATIVE AGENT SUCH OTHER INFORMATION AS THE ADMINISTRATIVE
AGENT SHALL REASONABLY REQUEST AS TO THE LETTER OF CREDIT.
(C)
EXPIRATION DATE. THE LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR TO
THE BUSINESS DAY IMMEDIATELY PRIOR TO THE SECOND ANNIVERSARY OF THE MATURITY
DATE.
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF THE LETTER OF CREDIT (OR AN
AMENDMENT TO THE LETTER OF CREDIT INCREASING 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 LENDER, AND EACH LENDER HEREBY ACQUIRES FROM THE ISSUING
BANK, A PARTICIPATION IN THE LETTER OF CREDIT EQUAL TO SUCH LENDER'S APPLICABLE
PERCENTAGE OF THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN UNDER THE LETTER OF
CREDIT.
IN CONSIDERATION AND IN FURTHERANCE OF THE FOREGOING, EACH LENDER
HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT,
FOR THE ACCOUNT OF THE ISSUING BANK, SUCH LENDER'S APPLICABLE PERCENTAGE OF EACH
LC DISBURSEMENT MADE BY THE ISSUING BANK AND NOT REIMBURSED BY THE COMPANY ON
THE DATE DUE AS PROVIDED IN SUBSECTION (E) OF THIS SECTION, OR OF ANY
REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO THE COMPANY FOR ANY REASON.
EACH LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO ACQUIRE
PARTICIPATIONS PURSUANT TO THIS SUBSECTION IN RESPECT OF THE LETTER OF CREDIT IS
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE
WHATSOEVER, INCLUDING ANY AMENDMENT, RENEWAL OR EXTENSION OF THE 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, THE ISSUING BANK SHALL PROMPTLY NOTIFY THE COMPANY BY TELEPHONE,
FACSIMILE OR OTHER TELECOMMUNICATION OF THE DATE AND AMOUNT OF SUCH LC
DISBURSEMENT.
THE COMPANY SHALL REIMBURSE SUCH LC DISBURSEMENT, WHETHER DRAWN
BEFORE, ON OR, TO THE EXTENT IN ACCORDANCE WITH APPLICABLE LAW, AFTER THE
EXPIRATION DATE OF THE LETTER OF CREDIT, AND PAYMENT OF EACH SUCH REIMBURSEMENT
OBLIGATION SHALL BE MADE ON DEMAND; PROVIDED THAT UNLESS THE COMPANY SHALL HAVE
NOTIFIED THE ADMINISTRATIVE AGENT OTHERWISE, THE COMPANY'S OBLIGATIONS SHALL BE
FINANCED WITH AN ABR BORROWING MADE UNDER THIS SUBSECTION (E) IN AN EQUIVALENT
AMOUNT AND, TO THE EXTENT SO FINANCED, THE COMPANY'S OBLIGATION TO MAKE SUCH
PAYMENT SHALL BE DISCHARGED AND REPLACED BY THE RESULTING ABR BORROWING.
IF THE
COMPANY FAILS TO MAKE SUCH PAYMENT WHEN DUE, THE ADMINISTRATIVE AGENT SHALL
NOTIFY EACH LENDER OF THE APPLICABLE LC DISBURSEMENT, THE
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PAYMENT THEN DUE FROM THE COMPANY IN RESPECT THEREOF AND SUCH LENDER'S
APPLICABLE PERCENTAGE THEREOF.
PROMPTLY FOLLOWING RECEIPT OF SUCH NOTICE, EACH
LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT ITS APPLICABLE PERCENTAGE OF THE
PAYMENT THEN DUE FROM THE COMPANY, AND THE ADMINISTRATIVE AGENT