THE BORROWER HEREBY AGREES TO REIMBURSE THE
LETTER OF CREDIT ISSUER, BY MAKING PAYMENT IN DOLLARS TO THE ADMINISTRATIVE
AGENT IN IMMEDIATELY AVAILABLE FUNDS FOR ANY PAYMENT OR DISBURSEMENT MADE BY THE
LETTER OF CREDIT ISSUER UNDER ANY LETTER OF CREDIT (EACH SUCH AMOUNT SO PAID
UNTIL REIMBURSED, AN "UNPAID DRAWING") IMMEDIATELY AFTER, AND IN ANY EVENT ON
THE DATE OF, SUCH PAYMENT, WITH INTEREST ON THE AMOUNT SO PAID OR DISBURSED BY
THE LETTER OF CREDIT ISSUER, TO THE EXTENT NOT REIMBURSED PRIOR TO 5:00 P.M.
(NEW YORK TIME) ON THE DATE OF SUCH PAYMENT OR DISBURSEMENT, FROM AND INCLUDING
THE DATE PAID OR DISBURSED TO BUT EXCLUDING THE DATE THE LETTER OF CREDIT ISSUER
IS REIMBURSED THEREFOR AT A RATE PER ANNUM THAT SHALL AT ALL TIMES BE THE
APPLICABLE RATE PLUS THE ABR AS IN EFFECT FROM TIME TO TIME, PROVIDED THAT,
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, (I) UNLESS
THE BORROWER SHALL HAVE NOTIFIED THE ADMINISTRATIVE AGENT AND THE RELEVANT
LETTER OF CREDIT ISSUER PRIOR TO 10:00 A.M. (NEW YORK TIME) ON THE DATE OF SUCH
DRAWING THAT THE BORROWER INTENDS TO REIMBURSE THE RELEVANT LETTER OF CREDIT
ISSUER FOR THE AMOUNT OF SUCH DRAWING WITH FUNDS OTHER THAN THE PROCEEDS OF
LOANS, THE BORROWER SHALL GIVE A NOTICE OF BORROWING REQUESTING THAT THE LENDERS
WITH REVOLVING CREDIT COMMITMENTS MAKE US 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 RELEVANT L/C PARTICIPANT OF SUCH DRAWING AND THE AMOUNT OF ITS
REVOLVING CREDIT LOAN TO BE MADE IN RESPECT THEREOF, AND EACH L/C 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 12:00 NOON (NEW
YORK TIME) ON SUCH BUSINESS DAY BY MAKING THE AMOUNT OF SUCH REVOLVING CREDIT
LOAN AVAILABLE TO THE ADMINISTRATIVE
44
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 LOANS SOLELY FOR PURPOSE OF REIMBURSING THE LETTER OF CREDIT
ISSUER FOR THE RELATED UNPAID DRAWING.
(B)
THE OBLIGATIONS OF THE BORROWER UNDER THIS
SECTION 3.4 TO REIMBURSE THE LETTER OF CREDIT ISSUER WITH RESPECT TO UNPAID
DRAWINGS (INCLUDING, IN EACH CASE, INTEREST THEREON) SHALL BE ABSOLUTE AND
UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND IRRESPECTIVE OF ANY SET-OFF,
COUNTERCLAIM OR DEFENSE TO PAYMENT THAT THE BORROWER OR ANY OTHER PERSON MAY
HAVE OR HAVE HAD AGAINST THE LETTER OF CREDIT ISSUER, THE ADMINISTRATIVE AGENT
OR ANY LENDER (INCLUDING IN ITS CAPACITY AS AN L/C PARTICIPANT), INCLUDING ANY
DEFENSE BASED UPON THE FAILURE OF ANY DRAWING UNDER A LETTER OF CREDIT (EACH A
"DRAWING") TO CONFORM TO THE TERMS OF THE LETTER OF CREDIT OR ANY