IF SUCH PAYMENT IS RECEIVED PRIOR TO 1:00 P.M., NEW YORK CITY TIME,
ON A BUSINESS DAY, DISTRIBUTE TO SUCH L/C PARTICIPANT ITS PRO RATA SHARE THEREOF
PRIOR TO THE END OF SUCH BUSINESS DAY AND OTHERWISE THE ADMINISTRATIVE AGENT
WILL DISTRIBUTE SUCH PAYMENT ON THE NEXT SUCCEEDING BUSINESS DAY; PROVIDED,
HOWEVER, THAT IN THE EVENT THAT ANY SUCH PAYMENT RECEIVED BY THE ISSUING BANK
THROUGH THE ADMINISTRATIVE AGENT SHALL BE REQUIRED TO BE RETURNED BY THE ISSUING
BANK, SUCH L/C PARTICIPANT SHALL RETURN TO THE ISSUING BANK THROUGH THE
ADMINISTRATIVE AGENT THE PORTION THEREOF PREVIOUSLY DISTRIBUTED BY THE
ADMINISTRATIVE AGENT TO IT.
(E)
REIMBURSEMENT OBLIGATION OF THE BORROWERS.
(I)
UPON RECEIPT FROM THE BENEFICIARY OF ANY LETTER OF CREDIT OF ANY
NOTICE OF A DRAWING UNDER SUCH LETTER OF CREDIT, THE ISSUING BANK SHALL NOTIFY
THE PARENT BORROWER AND THE ADMINISTRATIVE AGENT THEREOF.
EACH BORROWER HEREBY
AGREES TO REIMBURSE THE ISSUING BANK (THROUGH THE ADMINISTRATIVE AGENT) UPON
RECEIPT BY THE PARENT BORROWER OF NOTICE FROM THE ISSUING BANK OF THE DATE AND
AMOUNT OF A DRAFT PRESENTED UNDER ANY LETTER OF CREDIT ISSUED ON ITS BEHALF AND
PAID BY THE ISSUING BANK, FOR THE AMOUNT OF SUCH DRAFT SO PAID AND ANY TAXES,
FEES, CHARGES OR OTHER COSTS OR EXPENSES REASONABLY INCURRED BY THE ISSUING BANK
IN CONNECTION WITH SUCH PAYMENT.
EACH SUCH PAYMENT SHALL BE MADE TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE ISSUING BANK AT ITS ADDRESS FOR
NOTICES SPECIFIED HEREIN IN THE CURRENCY IN WHICH SUCH LETTER OF CREDIT IS
DENOMINATED (EXCEPT THAT, IN THE CASE OF ANY LETTER OF CREDIT DENOMINATED IN ANY
L/C DESIGNATED FOREIGN CURRENCY, IN THE EVENT THAT SUCH PAYMENT IS NOT MADE TO
THE ISSUING BANK
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WITHIN THREE BUSINESS DAYS OF THE DATE OF RECEIPT BY THE PARENT BORROWER OF SUCH
NOTICE, UPON NOTICE BY THE ISSUING BANK TO THE PARENT BORROWER, SUCH PAYMENT
SHALL BE MADE IN DOLLARS, IN AN AMOUNT EQUAL TO THE DOLLAR EQUIVALENT OF THE
AMOUNT OF SUCH PAYMENT CONVERTED ON THE DATE OF SUCH NOTICE INTO DOLLARS AT THE
SPOT RATE OF EXCHANGE ON SUCH DATE) AND IN IMMEDIATELY AVAILABLE FUNDS, ON THE
DATE ON WHICH THE PARENT BORROWER RECEIVES SUCH NOTICE, IF RECEIVED PRIOR TO
11:00 A.M., NEW YORK CITY TIME, ON A BUSINESS DAY AND OTHERWISE ON THE NEXT
SUCCEEDING BUSINESS DAY.
ANY CONVERSION BY THE ISSUING BANK OF ANY PAYMENT TO
BE MADE IN RESPECT OF ANY LETTER OF CREDIT DENOMINATED IN ANY L/C DESIGNATED
FOREIGN CURRENCY INTO DOLLARS IN ACCORDANCE WITH THIS SUBSECTION 2.6(E)(I) SHALL
BE CONCLUSIVE AND BINDING UPON THE APPLICABLE BORROWER AND THE LENDERS IN THE
ABSENCE OF MANIFEST ERROR; PROVIDED THAT UPON THE REQUEST OF THE PARENT BORROWER
OR ANY LENDER, THE ISSUING BANK SHALL PROVIDE TO THE PARENT BORROWER OR SUCH
LENDER A CERTIFICATE INCLUDING REASONABLY DETAILED INFORMATION AS TO THE
CALCULATION OF SUCH CONVERSION.
(II)
INTEREST SHALL BE PAYABLE ON ANY AND ALL AMOUNTS REMAINING UNPAID
(TAKING THE DOLLAR EQUIVALENT OF ANY AMOUNTS