TO ISSUE SUCH LETTER OF CREDIT IN ITS
REVISED FORM (AS EXTENDED) UNDER THE TERMS HEREOF (BY REASON OF THE PROVISIONS
OF CLAUSE (II) OR (III) OF SECTION 2.03(A) OR OTHERWISE), OR (B) IT HAS RECEIVED
NOTICE (WHICH MAY BE BY TELEPHONE OR IN WRITING) ON OR BEFORE THE DAY THAT IS
SEVEN BUSINESS DAYS BEFORE THE
35
NON-EXTENSION NOTICE DATE (1) FROM THE ADMINISTRATIVE AGENT THAT THE REQUIRED
LENDERS HAVE ELECTED NOT TO PERMIT SUCH EXTENSION OR (2) FROM THE ADMINISTRATIVE
AGENT, ANY LENDER OR BORROWER THAT ONE OR MORE OF THE APPLICABLE CONDITIONS
SPECIFIED IN SECTION 4.02 IS NOT THEN SATISFIED, AND IN EACH SUCH CASE DIRECTING
THE APPLICABLE L/C ISSUER NOT TO PERMIT SUCH EXTENSION.
(IV)
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 APPLICABLE L/C ISSUER WILL ALSO DELIVER TO BORROWER
AND THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF SUCH LETTER OF CREDIT
OR AMENDMENT.
(C)
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 BORROWER AND THE ADMINISTRATIVE AGENT THEREOF.
NOT LATER THAN 12:00 NOON
ON THE DATE OF ANY PAYMENT BY THE APPLICABLE L/C ISSUER UNDER A LETTER OF CREDIT
(EACH SUCH DATE, AN "HONOR DATE"), BORROWER SHALL REIMBURSE THE APPLICABLE L/C
ISSUER THROUGH THE ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
DRAWING.
IF BORROWER FAILS TO SO REIMBURSE THE APPLICABLE L/C ISSUER BY SUCH
TIME, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF THE HONOR
DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (THE "UNREIMBURSED AMOUNT"), AND
THE AMOUNT OF SUCH LENDER'S APPLICABLE PERCENTAGE THEREOF.
IN SUCH EVENT,
BORROWER SHALL BE DEEMED TO HAVE REQUESTED A BORROWING OF BASE RATE LOANS TO BE
DISBURSED ON THE HONOR DATE IN AN AMOUNT EQUAL TO THE UNREIMBURSED AMOUNT,
WITHOUT REGARD TO THE MINIMUM AND MULTIPLES SPECIFIED IN SECTION 2.02 FOR THE
PRINCIPAL AMOUNT OF BASE RATE LOANS, BUT SUBJECT TO THE AMOUNT OF THE UNUTILIZED
PORTION OF THE COMMITMENTS AND THE CONDITIONS SET FORTH IN SECTION 4.02 (OTHER
THAN THE DELIVERY OF A COMMITTED LOAN NOTICE).
ANY NOTICE GIVEN BY THE
APPLICABLE L/C ISSUER OR THE ADMINISTRATIVE AGENT PURSUANT TO THIS
SECTION 2.03(C)(I) MAY BE GIVEN BY TELEPHONE IF IMMEDIATELY CONFIRMED IN
WRITING; PROVIDED THAT THE LACK OF SUCH AN IMMEDIATE CONFIRMATION SHALL NOT
AFFECT THE CONCLUSIVENESS OR BINDING EFFECT OF SUCH NOTICE.
(II)
EACH LENDER SHALL UPON ANY NOTICE PURSUANT TO
SECTION 2.03(C)(I) MAKE FUNDS AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE APPLICABLE L/C ISSUER AT THE ADMINISTRATIVE AGENT'S OFFICE IN AN
AMOUNT EQUAL TO ITS APPLICABLE PERCENTAGE OF THE UNREIMBURSED AMOUNT NOT LATER
THAN 2:00 P.M. ON THE BUSINESS DAY SPECIFIED IN SUCH NOTICE BY THE
ADMINISTRATIVE AGENT, WHEREUPON, SUBJECT TO THE PROVISIONS OF
SECTION 2.03(C)(III),