PERMITTED, OR WOULD
HAVE NO OBLIGATION AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS REVISED
(AS EXTENDED) FORM UNDER THE TERMS HEREOF (BY REASON OF THE PROVISIONS
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
FIVE (5) BUSINESS DAYS BEFORE THE NON-EXTENSION NOTICE DATE FROM THE
ADMINISTRATIVE AGENT, ANY REVOLVING LENDER OR ANY LOAN PARTY THAT ONE OR MORE OF
THE APPLICABLE CONDITIONS SPECIFIED IN SECTION 4.02 IS NOT THEN 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 BORROWER
REPRESENTATIVE 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 DRAWING UNDER SUCH LETTER OF CREDIT, THE L/C ISSUER SHALL PROMPTLY
NOTIFY THE BORROWER REPRESENTATIVE AND THE ADMINISTRATIVE AGENT THEREOF.
NOT
LATER THAN 1:00 P.M. ON THE DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A LETTER
OF CREDIT (OR, IF SUCH PAYMENT BY THE L/C ISSUER IS MADE AFTER 1:00 P.M., NOT
LATER THAN 9:00 A.M. THE NEXT SUCCEEDING BUSINESS DAY) (EACH SUCH DATE, AN
"HONOR DATE"), THE BORROWERS SHALL REIMBURSE THE L/C ISSUER THROUGH THE
ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING OR SHALL
REIMBURSE THE ADMINISTRATIVE AGENT IN RESPECT OF ANY PAYMENT UNDER THE L/C
GUARANTY ISSUED IN RESPECT OF SUCH LETTER OF CREDIT.
IF THE BORROWERS FAIL TO
SO REIMBURSE THE L/C ISSUER OR THE ADMINISTRATIVE AGENT BY SUCH TIME, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH REVOLVING LENDER OF THE HONOR
DATE, THE AMOUNT OF THE UNREIMBURSED LETTER OF CREDIT DRAWING OR L/C GUARANTY
PAYMENT (EACH, AN "UNREIMBURSED L/C AMOUNT"), AND THE AMOUNT OF SUCH REVOLVING
LENDER'S PRO RATA SHARE THEREOF.
IN SUCH EVENT, THE BORROWERS SHALL BE DEEMED
TO HAVE REQUESTED A BORROWING OF REVOLVING LOANS CONSISTING 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 REVOLVING LOANS CONSISTING OF BASE RATE LOANS AND REGARDLESS
OF WHETHER A DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR WHETHER THE CONDITIONS
SET FORTH IN SECTION 4.02 HAVE BEEN SATISFIED, BUT SUBJECT TO THE AMOUNT OF THE
UNUTILIZED PORTION OF THE TOTAL REVOLVING COMMITMENTS.
IF THE UNREIMBURSED
AMOUNT IS PAID ON THE HONOR DATE WITH A REVOLVING LOAN, NO DEFAULT OR EVENT OF
41
DEFAULT SHALL BE DEEMED TO HAVE OCCURRED.
ANY NOTICE DELIVERED BY THE L/C
ISSUER OR THE ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION