PROVIDED FURTHER THAT NO LETTER OF CREDIT SHALL HAVE A TERM EXTENDING OR BE SO
EXTENDIBLE BEYOND THE LETTER OF CREDIT TERMINATION DATE.
28
(C)
PAYMENTS; REIMBURSEMENT OBLIGATIONS.
(I)
UPON RECEIPT FROM THE BENEFICIARY OF ANY LETTER OF CREDIT OF ANY
NOTICE OF A DRAWING UNDER SUCH LETTER OF CREDIT, THE ISSUING BANK SHALL NOTIFY
THE ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE
BORROWER AND EACH OTHER LENDER AS TO THE AMOUNT TO BE PAID AS A RESULT OF SUCH
DEMAND OR DRAWING AND THE DATE SUCH PAYMENT IS TO BE MADE BY THE ISSUING BANK
(THE "PAYMENT DATE").
THE BORROWER SHALL BE IRREVOCABLY AND UNCONDITIONALLY
OBLIGATED TO REIMBURSE THE ISSUING BANK FOR ANY AMOUNTS PAID BY THE ISSUING BANK
UPON ANY DRAWING UNDER ANY LETTER OF CREDIT, WITHOUT PRESENTMENT, DEMAND,
PROTEST OR OTHER FORMALITIES OF ANY KIND.
SUCH REIMBURSEMENT SHALL BE DUE ON
THE PAYMENT DATE; PROVIDED THAT NO SUCH PAYMENT SHALL BE DUE FROM THE BORROWER
ANY EARLIER THAN THE DATE OF RECEIPT BY IT OF NOTICE OF ITS OBLIGATION TO MAKE
SUCH PAYMENT (OR, IF SUCH NOTICE IS RECEIVED BY THE BORROWER AFTER 9:00 A.M.
(NEW YORK CITY TIME) ON ANY DATE, ON THE NEXT SUCCEEDING DOMESTIC BUSINESS DAY);
PROVIDED FURTHER THAT IF AND TO THE EXTENT ANY SUCH REIMBURSEMENT IS NOT MADE BY
THE BORROWER IN ACCORDANCE WITH THIS CLAUSE (I) OR CLAUSE (II) ON THE PAYMENT
DATE, THEN (IRRESPECTIVE OF WHEN NOTICE THEREOF IS RECEIVED BY THE BORROWER),
SUCH REIMBURSEMENT OBLIGATION SHALL BEAR INTEREST, PAYABLE ON DEMAND, FOR EACH
DAY FROM AND INCLUDING THE PAYMENT DATE TO BUT NOT INCLUDING THE DATE SUCH
REIMBURSEMENT OBLIGATION IS PAID IN FULL AT A RATE PER ANNUM EQUAL TO THE RATE
APPLICABLE TO BASE RATE LOANS FOR SUCH DAY.
(II)
ALL SUCH AMOUNTS PAID BY THE ISSUING BANK AND REMAINING UNPAID BY
THE BORROWER (A "REIMBURSEMENT OBLIGATION") SHALL, IF AND TO THE EXTENT THAT THE
AMOUNT OF SUCH REIMBURSEMENT OBLIGATION WOULD BE PERMITTED AS A BORROWING
PURSUANT TO SECTION 3.02, AND UNLESS THE BORROWER OTHERWISE INSTRUCTS THE
ADMINISTRATIVE AGENT BY 10:00 A.M. (NEW YORK CITY TIME) ON THE DATE PAYMENT IS
DUE FROM THE BORROWER, CONVERT AUTOMATICALLY TO BASE RATE LOANS ON THE DATE SUCH
REIMBURSEMENT OBLIGATION ARISES.
THE ADMINISTRATIVE AGENT SHALL, ON BEHALF OF
THE BORROWER (WHICH HEREBY IRREVOCABLY DIRECTS THE ADMINISTRATIVE AGENT SO TO
ACT ON ITS BEHALF), GIVE NOTICE NO LATER THAN 10:30 A.M. (NEW YORK CITY TIME) ON
SUCH DATE REQUESTING EACH LENDER TO MAKE, AND EACH LENDER HEREBY AGREES TO MAKE,
A BASE RATE LOAN, IN AN AMOUNT EQUAL TO SUCH LENDER'S
PERCENTAGE OF THE
REIMBURSEMENT OBLIGATION WITH RESPECT TO WHICH SUCH NOTICE RELATES.
EACH LENDER
SHALL MAKE SUCH LOAN AVAILABLE TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS
SPECIFIED IN OR PURSUANT TO SECTION 9.01 IN IMMEDIATELY AVAILABLE FUNDS, NOT
LATER THAN 12:00 NOON (NEW YORK CITY TIME), ON THE DATE SPECIFIED IN SUCH
NOTICE.
THE ADMINISTRATIVE AGENT SHALL PAY THE PROCEEDS OF SUCH LOANS TO THE
ISSUING BANK,