IF ANY LETTER OF CREDIT CONTAINS PROVISIONS PROVIDING FOR
AUTOMATIC REINSTATEMENT OF THE STATED AMOUNT AFTER ANY DRAWING THEREUNDER, (A)
UNLESS OTHERWISE DIRECTED BY THE L/C ISSUER TO PERMIT SUCH REINSTATEMENT, AND
(B) THE ADMINISTRATIVE AGENT AND THE REVOLVING LENDERS HEREBY AUTHORIZE AND
DIRECT THE L/C ISSUER TO PERMIT SUCH AUTOMATIC REINSTATEMENT, WHETHER OR NOT A
DEFAULT THEN EXISTS, UNLESS THE L/C ISSUER HAS RECEIVED A NOTICE (WHICH MAY BE
BY TELEPHONE OR IN WRITING) ON OR BEFORE THE DATE THAT IS TWO BUSINESS DAYS
BEFORE THE REINSTATEMENT
50
DATE FROM THE ADMINISTRATIVE AGENT, THE REQUIRED REVOLVING LENDERS OR ANY LOAN
PARTY THAT ONE OR MORE OF THE APPLICABLE CONDITIONS SPECIFIED IN SECTION 4.04 IS
NOT THEN SATISFIED AND DIRECTING THE L/C ISSUER TO CEASE PERMITTING SUCH
AUTOMATIC REINSTATEMENT OF SUCH LETTER OF CREDIT.
(V)
PROMPTLY AFTER ITS DELIVERY OF ANY LETTER OF CREDIT OR ANY
AMENDMENT TO A LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT THERETO OR TO
THE BENEFICIARY THEREOF, THE L/C ISSUER WILL ALSO DELIVER TO THE BORROWER AND
THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF SUCH LETTER OF CREDIT OR
AMENDMENT.
(D)
PURCHASE AND SALE OF LETTER OF CREDIT PARTICIPATIONS.
IMMEDIATELY
UPON THE ISSUANCE BY AN L/C ISSUER OF AN LETTER OF CREDIT, SUCH L/C ISSUER SHALL
BE DEEMED, WITHOUT FURTHER ACTION BY ANY PARTY HERETO, TO HAVE SOLD TO EACH
REVOLVING LENDER, AND EACH REVOLVING LENDER SHALL BE DEEMED, WITHOUT FURTHER
ACTION BY ANY PARTY HERETO, TO HAVE PURCHASED FROM SUCH L/C ISSUER, WITHOUT
RECOURSE OR WARRANTY, AN UNDIVIDED PARTICIPATION INTEREST IN SUCH LETTER OF
CREDIT AND THE RELATED L/C OBLIGATIONS IN THE PROPORTION ITS REVOLVING
COMMITMENT PERCENTAGE BEARS TO THE REVOLVING COMMITTED AMOUNT (ALTHOUGH ANY
FRONTING FEE PAYABLE UNDER SECTION 2.11 SHALL BE PAYABLE DIRECTLY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE APPLICABLE L/C ISSUER, AND THE
LENDERS (OTHER THAN SUCH L/C ISSUER) SHALL HAVE NO RIGHT TO RECEIVE ANY PORTION
OF ANY SUCH FRONTING FEE) AND ANY SECURITY THEREFOR OR GUARANTY PERTAINING
THERETO.
UPON ANY CHANGE IN THE REVOLVING COMMITMENTS PURSUANT TO SECTION
2.10(A) OR SECTION 10.07, THERE SHALL BE AN AUTOMATIC ADJUSTMENT TO THE
PARTICIPATION INTERESTS IN ALL OUTSTANDING LETTERS OF CREDIT AND ALL L/C
OBLIGATIONS TO REFLECT THE ADJUSTED REVOLVING COMMITMENTS OF THE ASSIGNING AND
ASSIGNEE LENDERS OR OF ALL LENDERS HAVING REVOLVING COMMITMENTS, AS THE CASE MAY
BE.
(E)
DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.
(I)
UPON RECEIPT FROM THE BENEFICIARY OF ANY LETTER OF CREDIT OF ANY
NOTICE OF A DRAWING UNDER SUCH LETTER OF CREDIT, THE APPLICABLE L/C ISSUER SHALL
NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT THEREOF AND SHALL DETERMINE IN
ACCORDANCE WITH THE TERMS OF SUCH LETTER OF CREDIT WHETHER SUCH DRAWING SHOULD
BE HONORED.
IF THE L/C ISSUER DETERMINES THAT ANY SUCH DRAWING SHALL BE
HONORED, SUCH L/C ISSUER SHALL MAKE AVAILABLE TO SUCH BENEFICIARY IN ACCORDANCE
WITH THE TERMS OF SUCH LETTER OF CREDIT THE AMOUNT OF THE DRAWING AND SHALL
NOTIFY THE BORROWER AND THE ADMINISTRATIVE