THE APPLICABLE ISSUING
BANK WILL ALSO DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT A TRUE AND
COMPLETE COPY OF SUCH ROLLUP LETTER OF CREDIT OR AMENDMENT.
(C)
DRAWINGS AND REIMBURSEMENTS; FUNDING OF
PARTICIPATIONS.
(I)
UPON RECEIPT FROM THE BENEFICIARY OF ANY
ROLLUP LETTER OF CREDIT OF ANY NOTICE OF A DRAWING UNDER SUCH 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 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 "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 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 ROLLUP REVOLVING CREDIT LENDER OF THE ROLLUP HONOR
DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (THE "ROLLUP UNREIMBURSED AMOUNT"),
AND THE AMOUNT OF SUCH 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 ROLLUP HONOR DATE IN AN AMOUNT EQUAL TO THE 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
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 2.21(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 ROLLUP REVOLVING CREDIT LENDER
(INCLUDING A ROLLUP REVOLVING CREDIT LENDER ACTING AS ISSUING BANK) SHALL UPON
ANY NOTICE PURSUANT TO SECTION 2.21(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
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 2.21(C)(III), EACH ROLLUP REVOLVING CREDIT LENDER THAT SO
MAKES FUNDS AVAILABLE SHALL BE DEEMED TO HAVE MADE A ROLLUP LETTER OF CREDIT
ADVANCE TO THE BORROWER IN SUCH AMOUNT.
THE ADMINISTRATIVE AGENT SHALL REMIT
THE FUNDS SO RECEIVED TO THE APPLICABLE ISSUING BANK.
(III)
WITH RESPECT TO ANY ROLLUP UNREIMBURSED
AMOUNT THAT IS NOT FULLY REFINANCED BY A BORROWING BECAUSE THE CONDITIONS SET
FORTH IN SECTION 3.02 CANNOT BE SATISFIED OR FOR ANY OTHER REASON, THE