MAY BE BY TELEPHONE OR IN
WRITING) ON OR BEFORE THE DAY THAT IS FIVE BUSINESS DAYS BEFORE THE
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 THE LEAD BORROWER THAT ONE OR MORE OF THE APPLICABLE
CONDITIONS SPECIFIED IN SECTION 4.02 IS NOT THEN
60
SATISFIED, AND IN EACH SUCH CASE DIRECTING THE 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 L/C ISSUER WILL ALSO DELIVER TO THE
LEAD 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 L/C
ISSUER SHALL NOTIFY THE LEAD BORROWER AND THE ADMINISTRATIVE AGENT THEREOF;
PROVIDED, HOWEVER, THAT ANY FAILURE TO GIVE OR DELAY IN GIVING SUCH NOTICE SHALL
NOT RELIEVE THE BORROWERS OF THEIR OBLIGATION TO REIMBURSE THE L/C ISSUER AND
THE LENDERS WITH RESPECT TO ANY SUCH PAYMENT.
IF THE L/C ISSUER NOTIFIES THE
LEAD BORROWER OF ANY SUCH NOTICE OF A DRAWING NOT LATER THAN 12:00 NOON ON THE
DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A LETTER OF CREDIT (EACH SUCH DATE,
AN "HONOR DATE"), THE BORROWERS SHALL REIMBURSE THE L/C ISSUER THROUGH THE
ADMINISTRATIVE AGENT ON THE SAME DAY IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
DRAWING.
IF THE L/C ISSUER NOTIFIES THE LEAD BORROWER OF ANY SUCH NOTICE OF A
DRAWING LATER THAN 12:00 NOON ON ANY HONOR DATE, THE BORROWERS SHALL REIMBURSE
THE L/C ISSUER THROUGH THE ADMINISTRATIVE AGENT BY 3:00 P.M. ON THE NEXT DAY IN
AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING AND SUCH EXTENSION OF TIME SHALL
BE REFLECTED IN COMPUTING FEES IN RESPECT OF ANY SUCH LETTER OF CREDIT.
IF THE
BORROWERS FAIL TO SO REIMBURSE THE 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, THE BORROWERS SHALL BE
DEEMED TO HAVE REQUESTED A COMMITTED BORROWING OF PRIME 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 PRIME RATE LOANS, BUT SUBJECT TO THE AMOUNT OF THE
UNUTILIZED PORTION OF THE AGGREGATE COMMITMENTS AND THE CONDITIONS SET FORTH IN
SECTION 4.02 (OTHER THAN THE DELIVERY OF A COMMITTED LOAN NOTICE).
ANY NOTICE
GIVEN BY THE L/C ISSUER OR THE ADMINISTRATIVE AGENT PURSUANT TO THIS
SECTION 2.03(C)(I) MAY BE GIVEN BY TELEPHONE IF IMMEDIATELY CONFIRMED