BORROWER AGENT
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 AGENT AND THE ADMINISTRATIVE AGENT THEREOF.
NOT LATER THAN 11:00 A.M.
ON THE DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A LETTER OF CREDIT (EACH SUCH
DATE, AN "HONOR DATE"), THE APPLICABLE BORROWER SHALL REIMBURSE THE L/C ISSUER
THROUGH THE ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
DRAWING.
IF SUCH BORROWER FAILS TO SO REIMBURSE THE L/C ISSUER BY SUCH TIME,
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH REVOLVING CREDIT LENDER OF
THE HONOR DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (THE "UNREIMBURSED
AMOUNT"), AND THE AMOUNT OF SUCH REVOLVING CREDIT LENDER'S APPLICABLE REVOLVING
CREDIT PERCENTAGE THEREOF.
IN SUCH EVENT, THE APPLICABLE BORROWER SHALL BE
DEEMED TO HAVE REQUESTED A REVOLVING CREDIT BORROWING OF 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 REVOLVING CREDIT COMMITMENTS AND THE CONDITIONS SET FORTH IN
SECTION 4.02 (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 CREDIT 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 REVOLVING CREDIT 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 PROVISIONS OF
SECTION 2.03(C)(III), EACH REVOLVING CREDIT LENDER THAT SO MAKES FUNDS AVAILABLE
SHALL BE DEEMED TO HAVE MADE A BASE RATE LOAN TO THE BORROWERS IN SUCH AMOUNT.
THE ADMINISTRATIVE AGENT SHALL REMIT THE FUNDS SO RECEIVED TO THE L/C ISSUER.
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(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 APPLICABLE 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
REVOLVING CREDIT LENDER'S PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT