(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 COMMITMENT 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 LENDER PURSUANT TO THIS
SECTION 2.03(C)(I) MAY BE GIVEN BY TELEPHONE IF PROMPTLY CONFIRMED IN WRITING;
PROVIDED THAT THE LACK OF SUCH A PROMPT CONFIRMATION SHALL NOT AFFECT THE
CONCLUSIVENESS OR BINDING EFFECT OF SUCH NOTICE.
(II)
THE LENDER SHALL UPON ANY NOTICE PURSUANT TO SECTION 2.03(C)(I)
MAKE FUNDS AVAILABLE FOR THE ACCOUNT OF THE L/C ISSUER IN AN AMOUNT EQUAL TO THE
UNREIMBURSED AMOUNT, WHEREUPON, SUBJECT TO THE PROVISIONS OF SECTION
2.03(C)(III), THE LENDER SHALL BE DEEMED TO HAVE MADE A BASE RATE COMMITTED LOAN
TO BORROWER IN SUCH AMOUNT AND THE LENDER SHALL REMIT SUCH FUNDS TO THE L/C
ISSUER.
(III)
WITH RESPECT TO ANY UNREIMBURSED AMOUNT THAT IS NOT FULLY
REFINANCED BY A COMMITTED BORROWING OF BASE RATE LOANS BECAUSE THE CONDITIONS
SET FORTH IN SECTION 4.02 CANNOT BE SATISFIED OR FOR ANY OTHER REASON, 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, THE LENDER'S PAYMENT TO 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 THE
LENDER IN SATISFACTION OF ITS PARTICIPATION OBLIGATION UNDER THIS SECTION 2.03.
(IV)
UNTIL THE LENDER FUNDS ITS COMMITTED 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 AMOUNT SHALL BE SOLELY FOR THE
ACCOUNT OF THE L/C ISSUER.
(V)
THE LENDER'S OBLIGATION TO MAKE COMMITTED 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 THE LENDER MAY HAVE
AGAINST THE L/C ISSUER, 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 THE LENDER'S OBLIGATION TO MAKE COMMITTED LOANS PURSUANT TO THIS
SECTION 2.03(C) IS SUBJECT TO THE CONDITIONS SET FORTH IN SECTION 4.02 (OTHER
THAN DELIVERY BY BORROWER OF A COMMITTED LOAN NOTICE).
NO SUCH MAKING OF AN L/C
ADVANCE SHALL RELIEVE OR OTHERWISE IMPAIR THE OBLIGATION OF BORROWER TO
REIMBURSE THE L/C ISSUER FOR THE AMOUNT OF ANY PAYMENT MADE BY THE L/C ISSUER
UNDER