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