BANK OF A DRAFT DRAWN UNDER ANY LETTER OF CREDIT WHICH IS NOT REIMBURSED
BY THE APPLICABLE BORROWER EITHER (X) ON THE DATE MADE IN THE EVENT THAT SUCH
NOTICE TO THE APPLICABLE BORROWER SHALL HAVE BEEN GIVEN BY 12:00 NOON (NEW YORK
CITY TIME) ON SUCH DATE OR (Y) OTHERWISE, BY 10:00 A.M. (NEW YORK CITY TIME) ON
THE FOLLOWING DAY, SHALL CONSTITUTE FOR ALL PURPOSES OF THIS AGREEMENT THE
MAKING BY ANY SUCH ISSUING BANK OF A IRISH REVOLVING CREDIT BORROWING, WHICH
SHALL BE AN BASE RATE LOAN, IN THE AMOUNT OF SUCH DRAFT, WITHOUT REGARD TO
WHETHER THE MAKING OF SUCH A BORROWING WOULD EXCEED SUCH ISSUING BANK'S
AVAILABLE REVOLVING CREDIT COMMITMENT IN RESPECT OF THE IRISH REVOLVING CREDIT
FACILITY.
UPON WRITTEN DEMAND BY SUCH ISSUING BANK, WITH A COPY OF SUCH DEMAND
TO THE AGENT AND THE APPLICABLE BORROWER, EACH IRISH REVOLVING CREDIT LENDER
SHALL PAY TO THE AGENT SUCH LENDER'S IRISH REVOLVING CREDIT COMMITMENT
PERCENTAGE OF SUCH OUTSTANDING IRISH REVOLVING CREDIT BORROWING PURSUANT TO
SUBSECTION 2.3(B).
EACH IRISH REVOLVING CREDIT LENDER ACKNOWLEDGES AND AGREES
THAT ITS OBLIGATION TO MAKE IRISH REVOLVING CREDIT BORROWINGS PURSUANT TO THIS
PARAGRAPH IN RESPECT OF LETTERS OF CREDIT IS ABSOLUTE AND UNCONDITIONAL AND
SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER, INCLUDING ANY AMENDMENT,
RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR THE OCCURRENCE AND CONTINUANCE
OF A DEFAULT OR REDUCTION OR TERMINATION OF THE IRISH REVOLVING CREDIT
COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY OFFSET,
ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
PROMPTLY AFTER RECEIPT THEREOF,
THE AGENT SHALL TRANSFER SUCH FUNDS TO SUCH ISSUING BANK.
EACH IRISH REVOLVING
CREDIT LENDER AGREES TO FUND ITS IRISH REVOLVING CREDIT COMMITMENT PERCENTAGE OF
AN OUTSTANDING IRISH REVOLVING CREDIT BORROWING ON (I) THE BUSINESS DAY ON WHICH
DEMAND THEREFOR IS MADE, PROVIDED THAT NOTICE OF SUCH DEMAND IS GIVEN NOT LATER
THAN 11:00 A.M. (NEW YORK CITY TIME) ON SUCH BUSINESS DAY, OR (II) THE FIRST
BUSINESS DAY NEXT SUCCEEDING SUCH DEMAND IF NOTICE OF SUCH DEMAND IS GIVEN AFTER
SUCH TIME.
IF AND TO THE EXTENT THAT ANY IRISH REVOLVING CREDIT LENDER SHALL
NOT HAVE SO MADE THE AMOUNT OF SUCH IRISH REVOLVING CREDIT BORROWING AVAILABLE
TO THE AGENT, SUCH LENDER AGREES TO PAY TO THE AGENT FORTHWITH ON DEMAND SUCH
AMOUNT TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM THE DATE OF DEMAND
UNTIL THE DATE SUCH AMOUNT IS
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PAID TO THE AGENT, AT THE FEDERAL FUNDS RATE FOR ITS ACCOUNT OR THE ACCOUNT OF
SUCH ISSUING BANK, AS APPLICABLE.
TO THE EXTENT THAT THE IRISH REVOLVING CREDIT
LENDERS PAY TO THE AGENT SUCH AMOUNT FOR THE ACCOUNT OF ANY SUCH ISSUING BANK ON
ANY BUSINESS DAY, THE RESPECTIVE AMOUNTS SO PAID BY THEM IN RESPECT OF PRINCIPAL
SHALL CONSTITUTE A IRISH REVOLVING CREDIT BORROWING MADE BY SUCH LENDER ON SUCH
BUSINESS DAY FOR PURPOSES OF THIS AGREEMENT, AND THE OUTSTANDING PRINCIPAL
AMOUNT OF THE ASSOCIATED IRISH REVOLVING CREDIT BORROWING MADE BY SUCH ISSUING
BANK