FOR THE ACCOUNT OF THE LETTER OF CREDIT ISSUER IN
IMMEDIATELY AVAILABLE FUNDS, FOR ANY PAYMENT OR DISBURSEMENT MADE BY THE LETTER
OF CREDIT ISSUER UNDER ANY LETTER OF CREDIT ISSUED BY IT (EACH SUCH AMOUNT SO
PAID UNTIL REIMBURSED, AN "UNPAID DRAWING") (I) WITHIN ONE BUSINESS DAY OF THE
DATE OF SUCH PAYMENT OR DISBURSEMENT, IF THE LETTER OF CREDIT ISSUER PROVIDES
NOTICE TO THE BORROWER OF SUCH PAYMENT OR DISBURSEMENT PRIOR TO 10:00 A.M. (NEW
YORK TIME) ON SUCH NEXT SUCCEEDING BUSINESS DAY AFTER THE DATE OF SUCH PAYMENT
OR DISBURSEMENT OR (II) IF SUCH NOTICE IS RECEIVED AFTER SUCH TIME, ON THE
BUSINESS DAY FOLLOWING THE DATE OF RECEIPT OF SUCH NOTICE (SUCH REQUIRED DATE
FOR REIMBURSEMENT UNDER CLAUSE (I) OR (II), AS APPLICABLE, THE "REQUIRED
REIMBURSEMENT DATE"), WITH INTEREST ON THE AMOUNT SO PAID OR DISBURSED BY SUCH
LETTER OF CREDIT ISSUER, (A) FROM AND INCLUDING THE DATE OF SUCH PAYMENT OR
DISBURSEMENT TO BUT EXCLUDING THE REQUIRED REIMBURSEMENT DATE, AT THE PER ANNUM
RATE FOR EACH DAY EQUAL TO (X) THE APPLICABLE EURODOLLAR MARGIN THEN IN EFFECT
TIMES (Y) THE AMOUNT OF SUCH UNPAID DRAWING, AND (B) TO THE EXTENT NOT
REIMBURSED PRIOR TO 5:00 P.M. (NEW YORK TIME) ON THE REQUIRED REIMBURSEMENT
DATE, FROM AND INCLUDING THE REQUIRED REIMBURSEMENT DATE TO BUT EXCLUDING THE
DATE SUCH LETTER OF CREDIT ISSUER IS REIMBURSED THEREFOR, AT A RATE PER ANNUM
THAT SHALL AT ALL TIMES BE THE RELEVANT APPLICABLE ABR MARGIN PLUS THE ABR AS IN
EFFECT FROM TIME TO TIME PLUS 2%; PROVIDED, THAT, NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT TO THE CONTRARY, WITH RESPECT TO ANY LETTER OF
CREDIT, (I) UNLESS THE BORROWER SHALL HAVE NOTIFIED THE ADMINISTRATIVE AGENT AND
THE LETTER OF CREDIT ISSUER PRIOR TO 10:00 A.M. (NEW YORK TIME) ON THE REQUIRED
REIMBURSEMENT DATE THAT THE
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BORROWER INTENDS TO REIMBURSE THE LETTER OF CREDIT ISSUER FOR THE AMOUNT OF SUCH
DRAWING WITH FUNDS OTHER THAN THE PROCEEDS OF REVOLVING CREDIT LOANS, THE
BORROWER SHALL BE DEEMED TO HAVE GIVEN A NOTICE OF BORROWING REQUESTING THAT THE
LENDERS WITH REVOLVING CREDIT COMMITMENTS MAKE REVOLVING CREDIT LOANS (WHICH
SHALL BE ABR LOANS) ON THE DATE ON WHICH SUCH DRAWING IS HONORED IN AN AMOUNT
EQUAL TO THE AMOUNT OF SUCH DRAWING, AND (II) THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY EACH LETTER OF CREDIT PARTICIPANT OF SUCH DRAWING AND THE AMOUNT
OF ITS REVOLVING CREDIT LOAN TO BE MADE IN RESPECT THEREOF, AND EACH LETTER OF
CREDIT PARTICIPANT SHALL BE IRREVOCABLY OBLIGATED TO MAKE A REVOLVING CREDIT
LOAN TO THE BORROWER IN THE MANNER DEEMED TO HAVE BEEN REQUESTED IN THE AMOUNT
OF ITS REVOLVING CREDIT COMMITMENT PERCENTAGE OF THE APPLICABLE UNPAID DRAWING
BY 1:00 P.M. (NEW YORK TIME) ON SUCH BUSINESS DAY BY MAKING THE AMOUNT OF SUCH
REVOLVING CREDIT LOAN AVAILABLE TO THE ADMINISTRATIVE AGENT.
SUCH REVOLVING
CREDIT LOANS SHALL BE MADE WITHOUT REGARD TO THE MINIMUM BORROWING AMOUNT.
THE
ADMINISTRATIVE AGENT SHALL USE THE PROCEEDS OF SUCH REVOLVING CREDIT