SHALL NOTIFY
THE BORROWERS OF THE DOLLAR EQUIVALENT OF THE AMOUNT OF THE DRAWING PROMPTLY
FOLLOWING THE DETERMINATION THEREOF.
NOT LATER THAN 5:00 P.M. EST ON THE DATE
OF ANY PAYMENT BY THE APPLICABLE L/C ISSUER UNDER A LETTER OF CREDIT TO BE
REIMBURSED IN AN ALTERNATIVE CURRENCY (EACH SUCH DATE, AN "HONOR DATE"), THE
APPLICABLE BORROWER SHALL REIMBURSE SUCH L/C ISSUER THROUGH THE ADMINISTRATIVE
AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING AND IN THE APPLICABLE
CURRENCY, PROVIDED THAT IF NOTICE OF SUCH DRAWING IS NOT PROVIDED TO THE
RELEVANT BORROWER PRIOR TO 1:00 P.M. EST ON THE HONOR DATE, THEN SUCH BORROWER
SHALL REIMBURSE SUCH L/C ISSUER THROUGH THE ADMINISTRATIVE AGENT IN AN AMOUNT
EQUAL TO THE AMOUNT OF SUCH DRAWING IN THE NEXT SUCCEEDING BUSINESS DAY AND SUCH
EXTENSION OF TIME SHALL BE REFLECTED IN COMPUTING FEES IN RESPECT OF ANY SUCH
LETTER OF CREDIT PLUS INTEREST.
IF THE APPLICABLE BORROWER FAILS TO SO
REIMBURSE THE APPLICABLE L/C ISSUER BY SUCH TIME, THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY EACH LENDER OF THE HONOR DATE, THE AMOUNT OF THE UNREIMBURSED
DRAWING (EXPRESSED IN DOLLARS IN THE AMOUNT OF THE DOLLAR EQUIVALENT THEREOF IN
THE CASE OF A LETTER OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY) (THE
"UNREIMBURSED AMOUNT"), AND THE AMOUNT OF SUCH LENDER'S APPLICABLE PERCENTAGE
THEREOF.
IN SUCH EVENT, THE APPLICABLE BORROWER SHALL BE DEEMED TO HAVE
REQUESTED A COMMITTED BORROWING OF BASE RATE LOANS TO BE DISBURSED ON THE HONOR
DATE IN AN AMOUNT EQUAL TO THE UNREIMBURSED AMOUNT, WITHOUT REGARD TO THE
MINIMUM AND MULTIPLES SPECIFIED IN SECTION 2.02 FOR THE PRINCIPAL AMOUNT OF BASE
RATE LOANS, BUT SUBJECT TO THE AMOUNT OF THE UNUTILIZED PORTION OF THE AGGREGATE
COMMITMENTS AND THE
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ActiveUS 170689984v.4
CONDITIONS SET FORTH IN SECTION 4.02 (OTHER THAN THE DELIVERY OF A COMMITTED
LOAN NOTICE).
ANY NOTICE GIVEN BY THE APPLICABLE L/C ISSUER OR THE
ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION
2.04(C)(I)
MAY BE GIVEN BY
TELEPHONE IF IMMEDIATELY CONFIRMED IN WRITING; PROVIDED
THAT THE LACK OF SUCH
AN IMMEDIATE CONFIRMATION SHALL NOT AFFECT THE CONCLUSIVENESS OR BINDING EFFECT
OF SUCH NOTICE.
(II)
EACH LENDER (INCLUDING LENDERS ACTING AS L/C ISSUERS) SHALL
UPON ANY NOTICE PURSUANT TO SECTION 2.04(C)(I) MAKE FUNDS AVAILABLE (AND THE
ADMINISTRATIVE AGENT MAY APPLY CASH COLLATERAL PROVIDED FOR THIS PURPOSE) TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE APPLICABLE L/C ISSUER, IN DOLLARS,
AT THE ADMINISTRATIVE AGENT'S OFFICE FOR DOLLAR-DENOMINATED PAYMENTS IN AN
AMOUNT EQUAL TO ITS APPLICABLE PERCENTAGE OF THE UNREIMBURSED AMOUNT NOT LATER
THAN 1:00 P.M. ON THE BUSINESS DAY SPECIFIED IN SUCH NOTICE BY THE
ADMINISTRATIVE AGENT, WHEREUPON, SUBJECT TO THE PROVISIONS OF SECTION
2.04(C)(III), EACH LENDER THAT SO MAKES FUNDS AVAILABLE SHALL BE DEEMED TO HAVE
MADE A BASE RATE COMMITTED LOAN TO THE RELEVANT BORROWER IN SUCH AMOUNT.
THE
ADMINISTRATIVE AGENT SHALL REMIT THE FUNDS SO RECEIVED TO THE APPLICABLE L/C
ISSUER IN DOLLARS.
(III)
WITH RESPECT TO ANY UNREIMBURSED AMOUNT THAT IS NOT FULLY
REFINANCED