BUSINESS DAYS PRIOR TO THE BORROWING
DATE FOR SUCH LOANS, WITHDRAW THE NOTICE OF BORROWING FOR SUCH LOANS.
IF THE
BORROWERS WITHDRAW SUCH NOTICE OF BORROWING, THE ADMINISTRATIVE AGENT WILL
PROMPTLY NOTIFY EACH LENDER OF THE SAME AND THE LENDERS SHALL NOT MAKE SUCH
LOANS.
IF THE BORROWERS DO NOT WITHDRAW SUCH NOTICE OF BORROWING BEFORE SUCH
TIME, (I) THE BORROWERS SHALL BE DEEMED TO HAVE REQUESTED THAT THE LOANS
REFERRED TO IN THEIR NOTICE OF BORROWING SHALL BE MADE IN DOLLARS IN AN AMOUNT
EQUAL TO THE DOLLAR EQUIVALENT AMOUNT OF SUCH LOANS AND SHALL BEAR INTEREST AT
THE BASE RATE, AND (II) THE ADMINISTRATIVE AGENT SHALL PROMPTLY DELIVER A NOTICE
TO EACH LENDER STATING:
(A) THAT SUCH LOANS SHALL BE MADE IN DOLLARS AND SHALL
BEAR INTEREST AT THE BASE RATE, (B) THE AGGREGATE AMOUNT OF SUCH LOANS, AND
(C) SUCH LENDER'S COMMITMENT PERCENTAGE OF SUCH LOANS.
(C)
IF THE BORROWERS DELIVER A NOTICE OF
BORROWING PURSUANT TO SECTION 2.5 REQUESTING THAT THE LENDERS CONTINUE AS A
LIBOR LOAN AN OUTSTANDING TRANCHE OF LOANS DENOMINATED IN AN OPTIONAL CURRENCY,
THE LENDERS SHALL BE UNDER NO OBLIGATION TO CONTINUE SUCH LIBOR LOAN IF ANY
LENDER DELIVERS TO THE ADMINISTRATIVE AGENT A NOTICE BY 5:00 P.M., PHILADELPHIA
TIME, THREE (3) BUSINESS DAYS PRIOR TO EFFECTIVE DATE OF SUCH CONTINUATION THAT
SUCH LENDER CANNOT PROVIDE OR CONTINUE LOANS IN SUCH OPTIONAL CURRENCY BECAUSE
(I) THE MAKING,
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MAINTENANCE OR FUNDING OF SUCH OPTIONAL CURRENCY LOAN HAS BEEN MADE
IMPRACTICABLE OR UNLAWFUL BY COMPLIANCE BY SUCH LENDER IN GOOD FAITH WITH ANY
LAW OR ANY INTERPRETATION OR APPLICATION THEREOF BY ANY GOVERNMENTAL AUTHORITY
OR WITH ANY REQUEST OR DIRECTIVE OF ANY SUCH GOVERNMENTAL AUTHORITY (WHETHER OR
NOT HAVING THE FORCE OF LAW) OR (II) AFTER MAKING ALL REASONABLE EFFORTS,
DEPOSITS OF THE RELEVANT AMOUNT IN THE RELEVANT OPTIONAL CURRENCY FOR THE
RELEVANT INTEREST PERIOD ARE NOT AVAILABLE TO SUCH LENDER WITH RESPECT TO SUCH
LOAN IN THE LONDON INTERBANK MARKET.
IN THE EVENT THE ADMINISTRATIVE AGENT
TIMELY RECEIVES A NOTICE FROM A LENDER PURSUANT TO THE PRECEDING SENTENCE, THE
ADMINISTRATIVE AGENT WILL NOTIFY THE BORROWERS NO LATER THAN 12:00 NOON,
PHILADELPHIA TIME, TWO (2) BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH
CONTINUATION THAT THE CONTINUATION OF SUCH LOANS IN SUCH OPTIONAL CURRENCY IS
NOT THEN AVAILABLE, AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY THEREAFTER
NOTIFY THE LENDERS OF THE SAME.
IF THE ADMINISTRATIVE AGENT SHALL HAVE SO
NOTIFIED THE BORROWERS THAT ANY SUCH CONTINUATION OF OPTIONAL CURRENCY LOANS IS
NOT THEN AVAILABLE, ANY NOTICE OF CONTINUATION WITH RESPECT THERETO SHALL BE
DEEMED WITHDRAWN, AND SUCH OPTIONAL CURRENCY LOANS SHALL BE PREPAID ON THE LAST
DAY OF THE INTEREST PERIOD WITH RESPECT TO ANY SUCH OPTIONAL CURRENCY LOANS,
SUBJECT TO THE PROVISIONS OF SUBSECTION 2.12(C) AND TO THE BORROWERS' RIGHT TO
REBORROW IN DOLLARS OR IN ANOTHER OPTIONAL CURRENCY PURSUANT TO SECTION 2.4.
(D)
THE BORROWERS MAY DELIVER TO THE
ADMINISTRATIVE AGENT A WRITTEN REQUEST THAT LOANS HEREUNDER ALSO BE PERMITTED