AVAILABLE TO THE
ADMINISTRATIVE AGENT IN SAME DAY FUNDS AT THE ADMINISTRATIVE AGENT'S OFFICE FOR
THE APPLICABLE CURRENCY NOT LATER THAN 1:00 P.M. (NEW YORK TIME) ON THE BUSINESS
DAY SPECIFIED IN THE APPLICABLE COMMITTED LOAN NOTICE.
UPON SATISFACTION OF THE
APPLICABLE CONDITIONS SET FORTH IN SECTION 4.02 (AND, IF SUCH BORROWING IS THE
INITIAL CREDIT EXTENSION, SECTION 4.01, AND, IF SUCH BORROWING IS MADE BY AN
OVERSEAS BORROWER, SECTION 4.03), THE ADMINISTRATIVE AGENT SHALL MAKE ALL FUNDS
SO RECEIVED AVAILABLE TO THE RELEVANT BORROWER IN LIKE FUNDS AS RECEIVED BY THE
ADMINISTRATIVE AGENT EITHER BY (I) CREDITING THE ACCOUNT OF SUCH BORROWER ON THE
BOOKS OF JPMORGAN CHASE BANK WITH THE AMOUNT OF SUCH FUNDS OR (II) WIRE TRANSFER
OF SUCH FUNDS, IN EACH CASE IN ACCORDANCE WITH INSTRUCTIONS PROVIDED TO (AND
REASONABLY ACCEPTABLE TO) THE ADMINISTRATIVE AGENT BY SUCH
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BORROWER; PROVIDED THAT IF, ON THE DATE THE COMMITTED LOAN NOTICE WITH RESPECT
TO SUCH BORROWING IS GIVEN BY THE RELEVANT BORROWER, THERE ARE SWING LINE LOANS
OR L/C BORROWINGS OUTSTANDING, THEN THE PROCEEDS OF SUCH BORROWING SHALL BE
APPLIED, FIRST, TO THE PAYMENT IN FULL OF ANY SUCH L/C BORROWINGS, SECOND, TO
THE PAYMENT IN FULL OF ANY SUCH SWING LINE LOANS, AND THIRD, TO THE RELEVANT
BORROWER AS PROVIDED ABOVE.
(C)
EXCEPT AS OTHERWISE PROVIDED HEREIN, A EUROCURRENCY RATE LOAN MAY BE
CONTINUED OR CONVERTED ONLY ON THE LAST DAY OF AN INTEREST PERIOD FOR SUCH
EUROCURRENCY RATE LOAN UNLESS THE COMPANY PAYS THE AMOUNT DUE, IF ANY, UNDER
SECTION 3.05 IN CONNECTION THEREWITH.
(D)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE COMPANY AND THE LENDERS
OF THE INTEREST RATE APPLICABLE TO ANY INTEREST PERIOD FOR EUROCURRENCY RATE
LOANS UPON DETERMINATION OF SUCH INTEREST RATE.
THE DETERMINATION OF THE
EUROCURRENCY RATE BY THE ADMINISTRATIVE AGENT SHALL BE CONCLUSIVE IN THE ABSENCE
OF MANIFEST ERROR.
AT ANY TIME THAT BASE RATE LOANS ARE OUTSTANDING, THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY AND THE LENDERS OF ANY CHANGE IN
JPMORGAN CHASE BANK PRIME RATE USED IN DETERMINING THE BASE RATE PROMPTLY
FOLLOWING THE PUBLIC ANNOUNCEMENT OF SUCH CHANGE.
(E)
AFTER GIVING EFFECT TO ALL TERM BORROWINGS, ALL REVOLVING CREDIT
BORROWINGS, ALL CONVERSIONS OF TERM LOANS OR REVOLVING CREDIT LOANS FROM ONE
TYPE TO THE OTHER, AND ALL CONTINUATIONS OF TERM LOANS OR REVOLVING CREDIT LOANS
AS THE SAME TYPE, THERE SHALL NOT BE MORE THAN TWENTY (20) INTEREST PERIODS IN
EFFECT.
(F)
THE FAILURE OF ANY LENDER TO MAKE THE LOAN TO BE MADE BY IT AS PART OF ANY
BORROWING SHALL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATION, IF ANY,
HEREUNDER TO MAKE ITS LOAN ON THE DATE OF SUCH BORROWING, BUT NO LENDER SHALL BE
RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE THE LOAN TO BE MADE BY
SUCH OTHER LENDER ON THE DATE OF ANY BORROWING.
SECTION 2.03.
Letters of Credit.
(a)
The Letter of Credit Commitment.
(i)
On and after the Closing Date, each Existing Letter of Credit will