REMAIN OUTSTANDING.
32
2.12.
DISBURSEMENTS, REIMBURSEMENT.
(A)
IMMEDIATELY UPON THE ISSUANCE OF EACH
LETTER OF CREDIT, EACH LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES TO, PURCHASE FROM AGENT A PARTICIPATION IN SUCH LETTER OF
CREDIT AND EACH DRAWING THEREUNDER IN AN AMOUNT EQUAL TO SUCH LENDER'S
COMMITMENT PERCENTAGE OF THE MAXIMUM FACE AMOUNT OF SUCH LETTER OF CREDIT AND
THE AMOUNT OF SUCH DRAWING, RESPECTIVELY.
(B)
IN THE EVENT OF ANY REQUEST FOR A DRAWING
UNDER A LETTER OF CREDIT BY THE BENEFICIARY OR TRANSFEREE THEREOF, AGENT WILL
PROMPTLY NOTIFY BORROWING AGENT.
PROVIDED THAT BORROWING AGENT SHALL HAVE
RECEIVED SUCH NOTICE, THE BORROWERS SHALL REIMBURSE (SUCH OBLIGATION TO
REIMBURSE AGENT SHALL SOMETIMES BE REFERRED TO AS A "REIMBURSEMENT OBLIGATION")
AGENT PRIOR TO 12:00 NOON, NEW YORK TIME ON EACH DATE THAT AN AMOUNT IS PAID BY
AGENT UNDER ANY LETTER OF CREDIT (EACH SUCH DATE, A "DRAWING DATE") IN AN AMOUNT
EQUAL TO THE AMOUNT SO PAID BY AGENT.
IN THE EVENT BORROWERS FAIL TO REIMBURSE
AGENT FOR THE FULL AMOUNT OF ANY DRAWING UNDER ANY LETTER OF CREDIT BY 12:00
NOON, NEW YORK TIME, ON THE DRAWING DATE, AGENT WILL PROMPTLY NOTIFY EACH LENDER
THEREOF, AND BORROWERS SHALL BE DEEMED TO HAVE REQUESTED THAT A REVOLVING
ADVANCE MAINTAINED AS A DOMESTIC RATE LOAN BE MADE BY THE LENDERS TO BE
DISBURSED ON THE DRAWING DATE UNDER SUCH LETTER OF CREDIT, SUBJECT TO THE AMOUNT
OF THE UNUTILIZED PORTION OF THE LESSER OF (I) THE MAXIMUM REVOLVING ADVANCE
AMOUNT, LESS THE AVAILABILITY BLOCK, LESS THE MAXIMUM UNDRAWN AMOUNT OF ALL
OUTSTANDING LETTERS OF CREDIT, OR (II) THE FORMULA AMOUNT AND, IN EACH CASE,
SUBJECT TO SECTION 8.2 HEREOF.
ANY NOTICE GIVEN BY AGENT PURSUANT TO THIS
SECTION 2.12(B) MAY BE ORAL 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.
(C)
EACH LENDER SHALL UPON ANY NOTICE PURSUANT
TO SECTION 2.12(B) MAKE AVAILABLE TO AGENT AN AMOUNT IN IMMEDIATELY AVAILABLE
FUNDS EQUAL TO ITS COMMITMENT PERCENTAGE OF THE AMOUNT OF THE DRAWING, WHEREUPON
THE PARTICIPATING LENDERS SHALL (SUBJECT TO SECTION 2.12(D)) EACH BE DEEMED TO
HAVE MADE A REVOLVING ADVANCE MAINTAINED AS A DOMESTIC RATE LOAN TO BORROWERS IN
THAT AMOUNT.
IF ANY LENDER SO NOTIFIED FAILS TO MAKE AVAILABLE TO AGENT THE
AMOUNT OF SUCH LENDER'S COMMITMENT PERCENTAGE OF SUCH AMOUNT BY NO LATER THAN
2:00 P.M., NEW YORK TIME ON THE DRAWING DATE, THEN INTEREST SHALL ACCRUE ON SUCH
LENDER'S OBLIGATION TO MAKE SUCH PAYMENT, FROM THE DRAWING DATE TO THE DATE ON
WHICH SUCH LENDER MAKES SUCH PAYMENT (I) AT A RATE PER ANNUM EQUAL TO THE
FEDERAL FUNDS EFFECTIVE RATE DURING THE FIRST THREE DAYS FOLLOWING THE DRAWING
DATE AND (II) AT A RATE PER ANNUM EQUAL TO THE RATE APPLICABLE TO REVOLVING
ADVANCES MAINTAINED AS A DOMESTIC RATE LOANS ON AND AFTER THE FOURTH DAY
FOLLOWING THE DRAWING DATE.
AGENT WILL PROMPTLY GIVE NOTICE