AGENT AS TO THE AMOUNT TO BE PAID AS
A RESULT OF SUCH DRAWING AND THE PAYMENT DATE (EACH SUCH DATE, AN "HONOR DATE").
(II)
THE BORROWER SHALL BE IRREVOCABLY AND UNCONDITIONALLY OBLIGATED
FORTHWITH TO REIMBURSE EACH L/C ISSUER THROUGH THE ADMINISTRATIVE AGENT FOR ANY
AMOUNTS PAID BY SUCH L/C ISSUER UPON ANY DRAWING UNDER ANY LETTER OF CREDIT,
TOGETHER WITH ANY AND ALL REASONABLE CHARGES AND EXPENSES WHICH THE L/C ISSUER
MAY PAY OR INCUR RELATIVE TO SUCH DRAWING.
SUCH REIMBURSEMENT PAYMENT SHALL BE
DUE AND PAYABLE (I) AT OR BEFORE 1:00 P.M. ON THE DATE THE HONOR DATE IF THE L/C
ISSUER NOTIFIES THE BORROWER OF SUCH DRAWING AT OR BEFORE 12:00 P.M. ON THE
HONOR DATE OR (II) AT OR BEFORE 1:00 P.M. ON THE NEXT SUCCEEDING BUSINESS DAY IF
SUCH NOTICE IF GIVEN AFTER 12:00 P.M. ON THE HONOR DATE; PROVIDED THAT NO
PAYMENT OTHERWISE REQUIRED BY THIS SENTENCE TO BE MADE BY THE BORROWER AT OR
BEFORE 1:00 P.M. ON ANY DAY SHALL BE OVERDUE HEREUNDER IF ARRANGEMENTS FOR SUCH
PAYMENT BY VIRTUE OF A BORROWING OF REVOLVING LOANS OR A SWING LINE LOAN OR
OTHER ARRANGEMENTS SATISFACTORY TO THE APPLICABLE L/C ISSUER, IN ITS REASONABLE
DISCRETION, SHALL HAVE BEEN MADE BY THE BORROWER AT OR BEFORE 1:00 P.M. ON SUCH
DAY AND SUCH PAYMENT IS ACTUALLY MADE AT OR BEFORE 3:00 P.M. ON SUCH DAY.
IN
ADDITION, THE BORROWER AGREES TO PAY TO THE L/C ISSUER INTEREST, PAYABLE ON
DEMAND, ON ANY AND ALL AMOUNTS NOT PAID BY THE BORROWER TO THE L/C ISSUER WHEN
DUE UNDER THIS SUBSECTION (E)(II), FOR EACH DAY FROM AND INCLUDING THE DATE WHEN
SUCH AMOUNT BECOMES DUE TO BUT EXCLUDING THE DATE SUCH AMOUNT IS PAID IN FULL,
WHETHER BEFORE OR AFTER JUDGMENT, AT A RATE PER ANNUM EQUAL TO THE SUM OF 2%
PLUS THE RATE
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APPLICABLE TO REVOLVING BASE RATE LOANS FOR SUCH DAY.
EACH REIMBURSEMENT AND
OTHER PAYMENT TO BE MADE BY THE BORROWER PURSUANT TO THIS CLAUSE (II) SHALL BE
MADE TO THE L/C ISSUER IN FEDERAL OR OTHER FUNDS IMMEDIATELY AVAILABLE TO IT AT
ITS ADDRESS REFERRED TO IN SECTION 10.02.
(III)
SUBJECT TO THE SATISFACTION OF ALL APPLICABLE CONDITIONS SET
FORTH IN ARTICLE IV, THE BORROWER MAY, AT ITS OPTION, UTILIZE THE SWING LINE
COMMITMENT OR THE REVOLVING COMMITMENTS, OR MAKE OTHER ARRANGEMENTS FOR PAYMENT
SATISFACTORY TO THE L/C ISSUER, FOR THE REIMBURSEMENT OF ALL L/C DISBURSEMENTS
AS REQUIRED BY CLAUSE (II) ABOVE.
(IV)
WITH RESPECT TO ANY L/C DISBURSEMENT THAT HAVE NOT BEEN REIMBURSED
BY THE BORROWER WHEN DUE UNDER CLAUSES (II) AND (III) ABOVE (AN "UNREIMBURSED
AMOUNT"), THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH REVOLVING LENDER
OF THE HONOR DATE, THE AMOUNT OF THE UNREIMBURSED AMOUNT AND THE AMOUNT OF SUCH
REVOLVING LENDER'S PRO-RATA SHARE THEREOF SUCH REVOLVING LENDER'S PRO-RATA SHARE
OF SUCH UNREIMBURSED L/C DISBURSEMENT (DETERMINED BY THE PROPORTION ITS
REVOLVING COMMITMENT PERCENTAGE BEARS TO THE AGGREGATE REVOLVING COMMITTED
AMOUNT).
IN SUCH EVENT, THE BORROWER SHALL BE