ISSUING BANK FOR ANY LC DISBURSEMENTS PAID BY THE ISSUING BANK
IN RESPECT OF SUCH DRAWING, WITHOUT PRESENTMENT, DEMAND OR OTHER FORMALITIES OF
ANY KIND.
UNLESS THE BORROWER SHALL HAVE NOTIFIED THE ISSUING BANK AND THE
ADMINISTRATIVE AGENT PRIOR TO 11:00 A.M. (ATLANTA GEORGIA TIME) ON THE BUSINESS
DAY IMMEDIATELY PRIOR TO THE DATE ON WHICH SUCH DRAWING IS HONORED THAT THE
BORROWER INTENDS TO REIMBURSE THE ISSUING BANK FOR THE AMOUNT OF SUCH DRAWING IN
FUNDS OTHER THAN FROM THE PROCEEDS OF REVOLVING LOANS, THE BORROWER SHALL BE
DEEMED TO HAVE TIMELY GIVEN A NOTICE OF REVOLVING BORROWING TO THE
ADMINISTRATIVE AGENT REQUESTING THE LENDERS TO MAKE A BASE RATE BORROWING ON THE
DATE ON WHICH SUCH DRAWING IS HONORED IN AN EXACT AMOUNT DUE TO THE ISSUING
BANK; PROVIDED, THAT FOR PURPOSES SOLELY OF SUCH BORROWING, THE CONDITIONS
PRECEDENTS SET FORTH IN SECTION 3.2 HEREOF SHALL NOT BE APPLICABLE.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE LENDERS OF SUCH BORROWING IN ACCORDANCE
WITH SECTION 2.3, AND EACH LENDER SHALL MAKE THE PROCEEDS OF ITS BASE RATE LOAN
INCLUDED IN SUCH BORROWING AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF THE ISSUING BANK IN ACCORDANCE WITH SECTION 2.5.
THE PROCEEDS OF SUCH
BORROWING SHALL BE APPLIED DIRECTLY BY THE ADMINISTRATIVE AGENT TO REIMBURSE THE
ISSUING BANK FOR SUCH LC DISBURSEMENT.
41
(E)
IF FOR ANY REASON A BASE RATE BORROWING MAY NOT BE (AS DETERMINED
IN THE SOLE DISCRETION OF THE ADMINISTRATIVE AGENT), OR IS NOT, MADE IN
ACCORDANCE WITH THE FOREGOING PROVISIONS, THEN EACH LENDER (OTHER THAN THE
ISSUING BANK) SHALL BE OBLIGATED TO FUND THE PARTICIPATION THAT SUCH LENDER
PURCHASED PURSUANT TO SUBSECTION (A) IN AN AMOUNT EQUAL TO ITS PRO RATA SHARE OF
SUCH LC DISBURSEMENT ON AND AS OF THE DATE WHICH SUCH BASE RATE BORROWING SHOULD
HAVE OCCURRED.
EACH LENDER'S OBLIGATION TO FUND ITS PARTICIPATION SHALL BE
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE,
INCLUDING WITHOUT LIMITATION (I) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE
OR OTHER RIGHT THAT SUCH LENDER OR ANY OTHER PERSON MAY HAVE AGAINST THE ISSUING
BANK OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER, (II) THE EXISTENCE OF A
DEFAULT OR AN EVENT OF DEFAULT OR THE TERMINATION OF THE AGGREGATE REVOLVING
COMMITMENTS, (III) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE)
OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, (IV) ANY BREACH OF THIS AGREEMENT BY
THE BORROWER OR ANY OTHER LENDER, (V) ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY
LETTER OF CREDIT OR (VI) ANY OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER,
WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING.
ON THE DATE THAT SUCH
PARTICIPATION IS REQUIRED TO BE FUNDED, EACH LENDER SHALL PROMPTLY TRANSFER, IN
IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT OF ITS PARTICIPATION TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE ISSUING BANK.
WHENEVER, AT ANY TIME
AFTER THE ISSUING BANK HAS RECEIVED FROM ANY SUCH LENDER THE FUNDS FOR ITS
PARTICIPATION IN A LC DISBURSEMENT, THE ISSUING BANK (OR