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 ISSUING LENDER WILL DISTRIBUTE SUCH
PAYMENT ON THE NEXT SUCCEEDING BUSINESS DAY; PROVIDED, HOWEVER, THAT IN THE
EVENT THAT ANY SUCH PAYMENT RECEIVED BY THE ISSUING LENDER SHALL BE REQUIRED TO
BE RETURNED BY THE ISSUING LENDER, SUCH L/C PARTICIPANT SHALL RETURN TO THE
ISSUING LENDER THE PORTION THEREOF PREVIOUSLY DISTRIBUTED BY THE ISSUING LENDER
TO IT.
3.5.
REIMBURSEMENT OBLIGATION OF THE BORROWER.
(A)
THE BORROWER
AGREES TO REIMBURSE THE ISSUING LENDER, UPON RECEIPT BY THE BORROWER OF NOTICE
FROM THE ISSUING LENDER OF THE DATE AND AMOUNT OF A DRAFT PRESENTED UNDER ANY
LETTER OF CREDIT AND PAID BY THE ISSUING LENDER, FOR THE AMOUNT OF SUCH DRAFT SO
PAID AND ANY TAXES, FEES, CHARGES OR OTHER COSTS OR EXPENSES REASONABLY INCURRED
BY THE ISSUING LENDER IN CONNECTION WITH SUCH PAYMENT.
EACH SUCH PAYMENT SHALL
BE MADE TO THE ISSUING LENDER, 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 DESIGNATED FOREIGN CURRENCY, IN
THE EVENT THAT SUCH PAYMENT IS NOT
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MADE TO THE ISSUING LENDER WITHIN THREE BUSINESS DAYS OF THE DATE OF RECEIPT BY
THE BORROWER OF SUCH NOTICE, UPON NOTICE BY THE ISSUING LENDER TO THE 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 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
LENDER OF ANY PAYMENT TO BE MADE IN RESPECT OF ANY LETTER OF CREDIT DENOMINATED
IN ANY DESIGNATED FOREIGN CURRENCY INTO DOLLARS IN ACCORDANCE WITH THIS
SUBSECTION 3.5(A) SHALL BE CONCLUSIVE AND BINDING UPON THE BORROWER AND THE
REVOLVING CREDIT LENDERS IN THE ABSENCE OF MANIFEST ERROR; PROVIDED THAT UPON
THE REQUEST OF THE BORROWER OR ANY REVOLVING CREDIT LENDER, THE ISSUING LENDER
SHALL PROVIDE TO THE BORROWER OR REVOLVING CREDIT LENDER A CERTIFICATE INCLUDING
REASONABLY DETAILED INFORMATION AS TO THE CALCULATION OF SUCH CONVERSION.
(B)
INTEREST SHALL BE PAYABLE ON ANY AND ALL AMOUNTS REMAINING UNPAID
BY THE BORROWER UNDER THIS SUBSECTION (I) FROM THE DATE THE DRAFT PRESENTED
UNDER THE AFFECTED LETTER OF CREDIT IS PAID TO THE DATE ON WHICH THE BORROWER IS
REQUIRED TO PAY SUCH AMOUNTS PURSUANT TO PARAGRAPH (A) ABOVE AT THE RATE WHICH
WOULD THEN BE PAYABLE ON ANY OUTSTANDING ABR LOANS THAT ARE REVOLVING CREDIT
LOANS AND (II) THEREAFTER UNTIL PAYMENT IN FULL AT THE RATE WHICH WOULD BE