RESPECT OF THE
NON-ROLLUP REVOLVING CREDIT FACILITY TIMES THE AMOUNT OF SUCH NON-ROLLUP LETTER
OF CREDIT.
(III)
PROMPTLY AFTER ITS DELIVERY OF ANY
NON-ROLLUP LETTER OF CREDIT OR ANY AMENDMENT TO A NON-ROLLUP 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 NON-ROLLUP LETTER OF CREDIT OR AMENDMENT.
(C)
DRAWINGS AND REIMBURSEMENTS; FUNDING OF
PARTICIPATIONS.
(I)
UPON RECEIPT FROM THE BENEFICIARY OF ANY
NON-ROLLUP LETTER OF CREDIT OF ANY NOTICE OF A DRAWING UNDER SUCH NON-ROLLUP
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
NON-ROLLUP 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
"NON-ROLLUP 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
NON-ROLLUP 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 NON-ROLLUP REVOLVING CREDIT
LENDER OF THE NON-ROLLUP HONOR DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (THE
"NON-ROLLUP UNREIMBURSED AMOUNT"), AND THE AMOUNT OF SUCH NON-ROLLUP 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 NON-ROLLUP HONOR
DATE IN AN AMOUNT EQUAL TO THE NON-ROLLUP 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 NON-ROLLUP REVOLVING CREDIT
COMMITMENTS AND THE CONDITIONS SET FORTH IN SECTION 3.02 (OTHER THAN THE
DELIVERY OF A NOTICE OF BORROWING).
ANY NOTICE GIVEN BY AN ISSUING BANK OR THE
ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION 2.03(C)(I) MAY BE GIVEN BY
TELEPHONE IF IMMEDIATELY CONFIRMED IN WRITING; PROVIDED THAT THE LACK OF SUCH AN
IMMEDIATE CONFIRMATION SHALL NOT AFFECT THE CONCLUSIVENESS OR BINDING EFFECT OF
SUCH NOTICE.
(II)
EACH NON-ROLLUP REVOLVING CREDIT LENDER
(INCLUDING A NON-ROLLUP REVOLVING CREDIT LENDER ACTING AS ISSUING BANK) SHALL
UPON ANY NOTICE PURSUANT TO SECTION 2.03(C)(I) MAKE FUNDS AVAILABLE TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE APPLICABLE ISSUING BANK AT THE
ADMINISTRATIVE AGENT'S OFFICE IN AN AMOUNT EQUAL TO ITS PRO RATA SHARE OF THE
NON-ROLLUP UNREIMBURSED AMOUNT NOT LATER THAN 1:00 P.M. ON THE BUSINESS DAY
SPECIFIED IN SUCH NOTICE BY THE ADMINISTRATIVE AGENT, WHEREUPON, SUBJECT TO THE
PROVISIONS OF SECTION 2.03(C)(III), EACH NON-ROLLUP REVOLVING CREDIT LENDER THAT
SO MAKES FUNDS AVAILABLE SHALL BE DEEMED TO HAVE MADE A NON-ROLLUP LETTER OF
CREDIT ADVANCE TO THE BORROWER IN SUCH