THE APPLICABLE ISSUING BANK WILL CONFIRM WITH THE
ADMINISTRATIVE AGENT (BY TELEPHONE OR IN WRITING) THAT THE ADMINISTRATIVE AGENT
HAS RECEIVED A COPY OF SUCH LETTER OF CREDIT APPLICATION FROM THE BORROWER AND,
IF NOT, SUCH ISSUING BANK WILL PROVIDE THE ADMINISTRATIVE AGENT WITH A COPY
THEREOF.
UPON RECEIPT BY SUCH ISSUING BANK OF CONFIRMATION FROM THE
ADMINISTRATIVE AGENT THAT THE REQUESTED ISSUANCE OR AMENDMENT IS PERMITTED IN
ACCORDANCE WITH THE TERMS HEREOF, THEN, SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, SUCH ISSUING BANK SHALL, ON THE REQUESTED DATE, ISSUE A LETTER OF CREDIT
FOR THE ACCOUNT OF THE BORROWER OR ENTER INTO THE APPLICABLE AMENDMENT, AS THE
CASE MAY BE, IN EACH CASE IN ACCORDANCE WITH SUCH ISSUING BANK'S USUAL AND
CUSTOMARY BUSINESS PRACTICES.
IMMEDIATELY UPON THE ISSUANCE OF EACH
39
Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from such Issuing Bank a risk participation
in such Letter of Credit in an amount equal to the product of such Lender's Pro
Rata Share in respect of the Revolving Credit Facility times the amount of such
Letter of Credit.
(III)
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 ISSUING BANK WILL ALSO DELIVER TO THE
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 ISSUING BANK
SHALL NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT THEREOF.
NOT LATER THAN
11:00 A.M. ON THE BUSINESS DAY FOLLOWING THE DATE OF ANY PAYMENT BY THE
APPLICABLE ISSUING BANK UNDER A LETTER OF CREDIT, SO LONG AS THE BORROWER HAS
RECEIVED NOTICE OF SUCH DRAWING BY 10:00 A.M. ON SUCH FOLLOWING BUSINESS DAY
(EACH SUCH DATE, AN "HONOR DATE"), THE BORROWER SHALL REIMBURSE SUCH ISSUING
BANK THROUGH THE ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
DRAWING (TOGETHER WITH INTEREST THEREON AT THE RATE SET FORTH IN SECTION 2.07
FOR REVOLVING CREDIT ADVANCES BEARING INTEREST AT THE BASE RATE).
IF THE
BORROWER FAILS TO SO REIMBURSE THE APPLICABLE ISSUING BANK BY SUCH TIME, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH REVOLVING CREDIT LENDER OF THE
HONOR DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (THE "UNREIMBURSED AMOUNT"),
AND THE AMOUNT OF SUCH REVOLVING CREDIT LENDER'S PRO RATA SHARE THEREOF.
IN
SUCH EVENT, THE BORROWER SHALL BE DEEMED TO HAVE REQUESTED A BORROWING 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 BORROWINGS, BUT SUBJECT TO THE AMOUNT OF THE UNUSED
REVOLVING CREDIT COMMITMENTS AND THE CONDITIONS SET FORTH IN SECTION 3.02 (OTHER
THAN THE DELIVERY OF A