BINDING EFFECT OF SUCH NOTICE.
(II)
EACH LENDER (INCLUDING ANY LENDER ACTING
AS L/C ISSUER) 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
41
AGENT'S OFFICE IN AN AMOUNT EQUAL TO ITS APPLICABLE REVOLVING CREDIT PERCENTAGE
OF THE UNREIMBURSED AMOUNT NOT LATER THAN 12:00 NOON ON THE BUSINESS DAY
SPECIFIED IN SUCH NOTICE BY THE ADMINISTRATIVE AGENT, WHEREUPON, SUBJECT TO THE
PROVISIONS OF SECTION 2.03(C)(III), EACH LENDER THAT SO MAKES FUNDS AVAILABLE
SHALL BE DEEMED TO HAVE MADE A BASE RATE 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 REVOLVING CREDIT BORROWING OF BASE RATE LOANS
BECAUSE THE CONDITIONS SET FORTH IN SECTION 4.02 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 INTEREST) AND SHALL BEAR INTEREST AT THE DEFAULT RATE.
IN SUCH EVENT, EACH
LENDER'S PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE L/C ISSUER
PURSUANT TO SECTION 2.03(C)(II) SHALL BE DEEMED PAYMENT IN RESPECT OF ITS
PARTICIPATION IN SUCH L/C BORROWING AND SHALL CONSTITUTE AN L/C ADVANCE FROM
SUCH LENDER IN SATISFACTION OF ITS PARTICIPATION OBLIGATION UNDER THIS
SECTION 2.03.
(IV)
UNTIL EACH LENDER FUNDS ITS REVOLVING CREDIT
LOAN OR L/C ADVANCE PURSUANT TO THIS SECTION 2.03(C) TO REIMBURSE THE L/C ISSUER
FOR ANY AMOUNT DRAWN UNDER ANY LETTER OF CREDIT, INTEREST IN RESPECT OF SUCH
LENDER'S APPLICABLE REVOLVING CREDIT PERCENTAGE OF SUCH AMOUNT SHALL BE SOLELY
FOR THE ACCOUNT OF THE L/C ISSUER.
(V)
EACH LENDER'S OBLIGATION TO MAKE REVOLVING
CREDIT LOANS OR L/C ADVANCES TO REIMBURSE THE L/C ISSUER FOR AMOUNTS DRAWN UNDER
LETTERS OF CREDIT, AS CONTEMPLATED BY THIS SECTION 2.03(C), SHALL BE ABSOLUTE
AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING
(A) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH SUCH
LENDER MAY HAVE AGAINST THE L/C ISSUER, THE BORROWER OR ANY OTHER PERSON FOR ANY
REASON WHATSOEVER; (B) THE OCCURRENCE OR CONTINUANCE OF A DEFAULT, OR (C) ANY
OTHER OCCURRENCE, EVENT OR CONDITION, WHETHER OR NOT SIMILAR TO ANY OF THE
FOREGOING; PROVIDED, HOWEVER, THAT EACH LENDER'S OBLIGATION TO MAKE REVOLVING
CREDIT LOANS PURSUANT TO THIS SECTION 2.03(C) IS SUBJECT TO THE CONDITIONS SET
FORTH IN SECTION 4.02 (OTHER THAN DELIVERY BY THE BORROWER OF A COMMITTED LOAN
NOTICE ).
NO SUCH MAKING OF AN L/C ADVANCE SHALL RELIEVE OR OTHERWISE IMPAIR
THE OBLIGATION OF THE BORROWER TO REIMBURSE THE L/C ISSUER FOR THE AMOUNT OF ANY
PAYMENT MADE BY THE L/C ISSUER UNDER ANY LETTER OF CREDIT, TOGETHER WITH
INTEREST AS PROVIDED HEREIN.
(VI)
IF ANY LENDER FAILS TO MAKE AVAILABLE TO THE