2.1.1 AND PART OF THE
LOANS AS IF THE BORROWERS HAD PAID IN FULL THE AMOUNT REQUIRED WITH RESPECT TO
THE LETTER OF CREDIT BY BORROWING SUCH AMOUNT UNDER SECTION 2.1.1.
IN THAT
EVENT, THE ISSUING BANK SHALL NOTIFY EACH OTHER LENDER THAT THE LENDER IS TO
MAKE A REVOLVING CREDIT LOAN TO THE BORROWERS (WHICH SHALL CONSIST OF BASE RATE
LOANS) IN AN AMOUNT EQUAL TO THE LENDER'S PERCENTAGE INTEREST OF THE AGGREGATE
PRINCIPAL AMOUNT OF SUCH REVOLVING CREDIT LOAN; AND, REGARDLESS OF WHETHER THE
CONDITIONS PRECEDENT SET FORTH IN THIS AGREEMENT TO THE MAKING OF A REVOLVING
CREDIT LOAN ARE THEN SATISFIED, EACH LENDER (OTHER THAN THE ISSUING BANK) WILL
DISBURSE DIRECTLY TO THE ISSUING BANK, ITS PERCENTAGE INTEREST OF THE AGGREGATE
PRINCIPAL AMOUNT OF SUCH REVOLVING CREDIT LOAN, PRIOR TO 12:00 NOON (DENVER
TIME), IN IMMEDIATELY AVAILABLE FUNDS ON THE BANKING DAY NEXT SUCCEEDING THE
DATE SUCH NOTICE IS GIVEN.
THE PROCEEDS OF SUCH REVOLVING CREDIT LOAN SHALL BE
APPLIED TO REPAY THE AMOUNT REQUIRED BY THE FIRST SENTENCE OF THIS SECTION.
2.4.7
SUBROGATION.
UPON ANY PAYMENT BY THE ISSUING BANK
UNDER ANY LETTER OF CREDIT AND UNTIL THE REIMBURSEMENT OF THE ISSUING BANK BY
THE BORROWERS WITH RESPECT TO SUCH PAYMENT, THE ISSUING BANK WILL BE ENTITLED TO
BE SUBROGATED TO, AND TO ACQUIRE AND RETAIN, THE RIGHTS WHICH THE PERSON TO WHOM
SUCH PAYMENT IS MADE MAY HAVE AGAINST THE BORROWERS, ALL FOR THE BENEFIT OF THE
LENDERS.
THE BORROWERS WILL TAKE SUCH ACTION AS THE ISSUING BANK MAY REASONABLY
REQUEST, INCLUDING REQUIRING THE BENEFICIARY OF ANY LETTER OF CREDIT TO EXECUTE
SUCH DOCUMENTS AS THE ISSUING BANK MAY REASONABLY REQUEST, TO ASSURE AND CONFIRM
TO THE ISSUING BANK SUCH SUBROGATION AND SUCH RIGHTS, INCLUDING THE RIGHTS, IF
ANY, OF THE BENEFICIARY TO WHOM SUCH PAYMENT IS MADE IN ACCOUNTS RECEIVABLE,
INVENTORY AND OTHER PROPERTIES AND ASSETS OF ANY OBLIGOR.
2.4.8
MODIFICATION, CONSENT, ETC.
IF THE BORROWERS
REQUEST OR CONSENT IN WRITING TO ANY MODIFICATION OR EXTENSION OF ANY LETTER OF
CREDIT, OR WAIVE ANY FAILURE OF ANY DRAFT, CERTIFICATE OR OTHER DOCUMENT TO
COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, AND IF THE ISSUING BANK CONSENTS
THERETO, THE ISSUING BANK WILL BE ENTITLED TO RELY ON SUCH REQUEST, CONSENT OR
WAIVER.
THIS AGREEMENT WILL BE BINDING UPON THE BORROWERS WITH RESPECT TO SUCH
LETTER OF CREDIT AS SO MODIFIED OR EXTENDED, AND WITH RESPECT TO ANY ACTION
TAKEN OR OMITTED BY THE AGENT OR THE ISSUING BANK PURSUANT TO ANY SUCH REQUEST,
CONSENT OR WAIVER.
2.5
Application of Proceeds.
2.5.1
LOAN.
THE BORROWERS WILL APPLY THE PROCEEDS OF THE
LOANS TO PAY FEES AND EXPENSES INCURRED IN CONNECTION WITH THE CREDIT DOCUMENTS
AND FOR GENERAL CORPORATE PURPOSES OF THE BORROWERS AND THEIR SUBSIDIARIES,
INCLUDING PERMITTED ACQUISITIONS.
2.5.2
LETTERS OF CREDIT.
LETTERS OF CREDIT WILL BE
ISSUED ONLY FOR LAWFUL CORPORATE PURPOSES RELATED TO A BORROWER'S BUSINESS AS
THE PARENT HAS REQUESTED IN WRITING.
26
2.5.3
SPECIFICALLY PROHIBITED APPLICATIONS.
THE
BORROWERS WILL