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 ABR
MARGIN 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 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 LETTER OF CREDIT ISSUER FOR THE
AMOUNT OF SUCH DRAWING WITH FUNDS OTHER THAN THE PROCEEDS OF LOANS, THE BORROWER
BE SHALL BE DEEMED TO HAVE GIVEN A NOTICE OF BORROWING REQUESTING THAT THE
LENDERS WITH 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
RELEVANT L/C PARTICIPANT OF SUCH DRAWING AND THE AMOUNT OF ITS REVOLVING CREDIT
LOAN TO BE MADE IN RESPECT THEREOF, AND, SUBJECT TO THE CONDITIONS SET FORTH IN
SECTION 2.1(A), EACH L/C PARTICIPANT SHALL BE IRREVOCABLY OBLIGATED TO MAKE
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A REVOLVING CREDIT LOAN TO THE BORROWER IN THE MANNER DEEMED TO HAVE BEEN
REQUESTED IN THE AMOUNT OF ITS APPLICABLE 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 AGENT.
SUCH
REVOLVING CREDIT LOANS SHALL BE MADE WITHOUT REGARD TO THE MINIMUM BORROWING
AMOUNT FOR ABR LOANS SET FORTH IN SECTION 2.2.
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 NON-APPLICATION OR
MISAPPLICATION BY THE BENEFICIARY OF THE PROCEEDS OF SUCH DRAWING, PROVIDED THAT
THE BORROWER SHALL NOT BE OBLIGATED TO REIMBURSE THE LETTER OF CREDIT ISSUER FOR
ANY WRONGFUL PAYMENT MADE BY THE LETTER OF CREDIT ISSUER UNDER THE LETTER OF
CREDIT ISSUED BY IT AS A RESULT OF ACTS OR OMISSIONS CONSTITUTING WILLFUL
MISCONDUCT