ANY
AMENDMENT TO A LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT THERETO OR TO
THE BENEFICIARY THEREOF, THE L/C ISSUER WILL ALSO DELIVER TO THE BORROWER AND
THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF SUCH LETTER OF CREDIT OR
AMENDMENT.
(C)
DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.
(I)
UPON RECEIPT FROM THE BENEFICIARY OF ANY LETTER OF CREDIT OF ANY
NOTICE OF A DRAWING UNDER SUCH LETTER OF CREDIT, THE L/C ISSUER SHALL NOTIFY THE
BORROWER AND THE ADMINISTRATIVE AGENT THEREOF.
NOT LATER THAN 11:00 A.M. ON THE
NEXT BUSINESS DAY FOLLOWING THE DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A
LETTER OF CREDIT (EACH SUCH DATE, AN "HONOR DATE"), THE BORROWER SHALL REIMBURSE
THE L/C ISSUER THROUGH THE ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT
OF SUCH DRAWING.
IF THE BORROWER FAILS TO SO REIMBURSE THE L/C ISSUER BY SUCH
TIME, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH REVOLVING LENDER OF
THE HONOR DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (THE "UNREIMBURSED
AMOUNT"), AND THE AMOUNT OF SUCH REVOLVING LENDER'S APPLICABLE PERCENTAGE
THEREOF.
IN SUCH EVENT, THE BORROWER SHALL BE DEEMED TO HAVE REQUESTED A
BORROWING OF REVOLVING LOANS THAT ARE BASE RATE LOANS TO BE DISBURSED ON THE
HONOR DATE IN AN AMOUNT EQUAL TO THE UNREIMBURSED AMOUNT, WITHOUT REGARD TO THE
MINIMUM AND MULTIPLES SPECIFIED IN SECTION 2.02 FOR THE PRINCIPAL AMOUNT OF BASE
RATE LOANS, BUT SUBJECT TO THE AMOUNT OF THE UNUTILIZED PORTION OF THE AGGREGATE
REVOLVING COMMITMENTS AND THE CONDITIONS SET FORTH IN SECTION 4.03 (OTHER THAN
THE DELIVERY OF A COMMITTED LOAN NOTICE).
ANY NOTICE GIVEN BY THE L/C ISSUER 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 REVOLVING LENDER SHALL UPON ANY NOTICE PURSUANT TO
SECTION 2.03(C)(I) MAKE FUNDS AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE L/C ISSUER AT THE ADMINISTRATIVE AGENT'S OFFICE IN AN AMOUNT
EQUAL TO ITS APPLICABLE PERCENTAGE OF THE 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
37
PROVISIONS OF SECTION 2.03(C)(III), EACH REVOLVING LENDER THAT SO MAKES FUNDS
AVAILABLE SHALL BE DEEMED TO HAVE MADE A BASE RATE LOAN THAT IS A REVOLVING LOAN
TO THE BORROWER IN SUCH AMOUNT.
THE ADMINISTRATIVE AGENT SHALL REMIT THE FUNDS
SO RECEIVED TO THE L/C ISSUER.
(III)
WITH RESPECT TO ANY UNREIMBURSED AMOUNT THAT IS NOT FULLY
REFINANCED BY A BORROWING OF BASE RATE LOANS BECAUSE THE CONDITIONS SET FORTH IN
SECTION 4.03 CANNOT BE SATISFIED OR FOR ANY OTHER REASON, THE BORROWER SHALL BE
DEEMED TO HAVE INCURRED FROM THE L/C ISSUER AN L/C BORROWING IN THE AMOUNT OF
THE UNREIMBURSED AMOUNT THAT IS NOT SO REFINANCED, WHICH L/C BORROWING SHALL BE
DUE AND PAYABLE ON DEMAND (TOGETHER WITH