OF THE NON-ROLLUP REVOLVING
CREDIT FACILITY TIMES THE AMOUNT OF SUCH NON-ROLLUP LETTER OF CREDIT.
(III)
PROMPTLY AFTER ITS DELIVERY OF ANY NON-ROLLUP LETTER OF CREDIT OR
ANY AMENDMENT TO A NON-ROLLUP LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT
THERETO OR TO THE BENEFICIARY THEREOF, THE APPLICABLE ISSUING BANK WILL ALSO
DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF
SUCH NON-ROLLUP LETTER OF CREDIT OR AMENDMENT.
(C)
DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.
(I)
UPON RECEIPT FROM THE BENEFICIARY OF ANY NON-ROLLUP LETTER OF
CREDIT OF ANY NOTICE OF A DRAWING UNDER SUCH NON-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 NON-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 "NON-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 NON-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 NON-ROLLUP REVOLVING CREDIT LENDER OF THE NON-ROLLUP HONOR DATE, THE
AMOUNT OF THE UNREIMBURSED DRAWING (THE "NON-ROLLUP UNREIMBURSED AMOUNT"), AND
THE AMOUNT OF SUCH NON-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 NON-ROLLUP HONOR DATE IN AN AMOUNT EQUAL TO THE NON-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 NON-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 2.03(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 NON-ROLLUP REVOLVING CREDIT LENDER (INCLUDING A NON-ROLLUP
REVOLVING CREDIT LENDER ACTING AS ISSUING BANK) SHALL UPON ANY NOTICE PURSUANT
TO SECTION 2.03(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 NON-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 2.03(C)(III), EACH NON-ROLLUP REVOLVING CREDIT LENDER THAT SO MAKES
FUNDS AVAILABLE SHALL BE DEEMED TO HAVE MADE A NON-ROLLUP LETTER OF CREDIT
ADVANCE TO THE BORROWER IN SUCH AMOUNT.