ONE OR MORE OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 4.02(A) OR
4.02(B) WOULD NOT BE SATISFIED IF SUCH LETTER OF CREDIT WERE
37
THEN ISSUED, AMENDED, RENEWED OR EXTENDED (IN WHICH CASE THE APPLICABLE ISSUING
BANK SHALL HAVE NO OBLIGATION TO ISSUE, RENEW OR EXTEND SUCH LETTER OF CREDIT).
(E)
DISBURSEMENTS.
EACH ISSUING BANK SHALL, PROMPTLY FOLLOWING ITS RECEIPT
THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO REPRESENT A DEMAND FOR PAYMENT
UNDER A LETTER OF CREDIT AND SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT AND
THE BORROWER BY TELEPHONE (CONFIRMED BY HAND DELIVERY OR FACSIMILE) OF SUCH
DEMAND FOR PAYMENT AND WHETHER SUCH ISSUING BANK HAS MADE OR WILL MAKE AN LC
DISBURSEMENT THEREUNDER; PROVIDED THAT ANY FAILURE TO GIVE OR DELAY IN GIVING
SUCH NOTICE SHALL NOT RELIEVE THE BORROWER OF ITS OBLIGATION TO REIMBURSE SUCH
LC DISBURSEMENT.
(F)
REIMBURSEMENTS.
IF AN ISSUING BANK SHALL MAKE AN LC DISBURSEMENT IN
RESPECT OF A LETTER OF CREDIT, THE BORROWER SHALL REIMBURSE SUCH LC DISBURSEMENT
BY PAYING TO THE ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO SUCH LC DISBURSEMENT,
IN THE CURRENCY THEREOF, NOT LATER THAN (I) IF THE BORROWER SHALL HAVE RECEIVED
NOTICE OF SUCH LC DISBURSEMENT PRIOR TO 10:00 A.M., NEW YORK CITY TIME, ON ANY
BUSINESS DAY, THEN 12:00 NOON, NEW YORK CITY TIME, ON SUCH BUSINESS DAY OR
(II) OTHERWISE, 12:00 NOON, NEW YORK CITY TIME, ON THE BUSINESS DAY IMMEDIATELY
FOLLOWING THE DAY THAT THE BORROWER RECEIVES SUCH NOTICE; PROVIDED THAT, IF THE
AMOUNT OF SUCH LC DISBURSEMENT IS DENOMINATED IN US DOLLARS AND IS US$1,000,000
OR MORE, THE BORROWER MAY, SUBJECT TO THE CONDITIONS TO BORROWING SET FORTH
HEREIN, REQUEST IN ACCORDANCE WITH SECTION 2.03 OR 2.04 THAT SUCH PAYMENT BE
FINANCED WITH AN ABR BORROWING OR A SWINGLINE LOAN AND, TO THE EXTENT SO
FINANCED, THE BORROWER'S OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND
REPLACED BY THE RESULTING ABR BORROWING OR SWINGLINE LOAN.
IF THE BORROWER
FAILS TO REIMBURSE ANY LC DISBURSEMENT BY THE TIME SPECIFIED ABOVE, THE
ADMINISTRATIVE AGENT SHALL NOTIFY EACH LENDER OF SUCH FAILURE, THE PAYMENT THEN
DUE FROM THE BORROWER IN RESPECT OF THE APPLICABLE LC DISBURSEMENT 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 AMOUNT THEN DUE FROM THE BORROWER, IN THE SAME MANNER AS
PROVIDED IN SECTION 2.06 WITH RESPECT TO LOANS MADE BY SUCH LENDER (AND
SECTION 2.06 SHALL APPLY, MUTATIS MUTANDIS, TO THE PAYMENT OBLIGATIONS OF THE
LENDERS PURSUANT TO THIS PARAGRAPH), AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY
REMIT TO THE APPLICABLE ISSUING BANK THE AMOUNTS SO RECEIVED BY IT FROM THE
LENDERS.
PROMPTLY FOLLOWING RECEIPT BY THE ADMINISTRATIVE AGENT OF ANY PAYMENT
FROM THE BORROWER PURSUANT TO THIS PARAGRAPH, THE ADMINISTRATIVE AGENT SHALL
DISTRIBUTE SUCH PAYMENT TO THE APPLICABLE ISSUING BANK OR, TO THE EXTENT THAT
LENDERS HAVE MADE PAYMENTS PURSUANT TO THIS PARAGRAPH TO REIMBURSE SUCH ISSUING
BANK, THEN TO SUCH LENDERS AND SUCH ISSUING