(INCLUDING ALL LETTER OF CREDIT OBLIGATIONS WITH
RESPECT THERETO) AND ANY SECURITY THEREFOR AND GUARANTY PERTAINING THERETO.
(H)
THE BORROWER AGREES TO PAY TO THE ISSUING
BANK OF ANY LETTER OF CREDIT THE AMOUNT OF ALL REIMBURSEMENT OBLIGATIONS OWING
TO SUCH ISSUING BANK UNDER ANY LETTER OF CREDIT ISSUED FOR ITS ACCOUNT NO LATER
THAN THE DATE THAT IS THE NEXT SUCCEEDING BUSINESS DAY AFTER THE BORROWER
RECEIVES WRITTEN NOTICE FROM SUCH ISSUING BANK THAT PAYMENT HAS BEEN MADE UNDER
SUCH LETTER OF CREDIT (THE "REIMBURSEMENT DATE"), IRRESPECTIVE OF ANY CLAIM,
SET-OFF, DEFENSE OR OTHER RIGHT THAT THE BORROWER MAY HAVE AT ANY TIME
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AGAINST SUCH ISSUING BANK OR ANY OTHER PERSON.
IN THE EVENT THAT ANY ISSUING
BANK MAKES ANY PAYMENT UNDER ANY LETTER OF CREDIT AND THE BORROWER SHALL NOT
HAVE REPAID SUCH AMOUNT TO SUCH ISSUING BANK PURSUANT TO THIS CLAUSE (H) OR ANY
SUCH PAYMENT BY THE BORROWER IS RESCINDED OR SET ASIDE FOR ANY REASON, SUCH
REIMBURSEMENT OBLIGATION SHALL BE PAYABLE ON DEMAND WITH INTEREST THEREON
COMPUTED (I) FROM THE DATE ON WHICH SUCH REIMBURSEMENT OBLIGATION AROSE TO THE
REIMBURSEMENT DATE, AT THE RATE OF INTEREST APPLICABLE DURING SUCH PERIOD TO
REVOLVING LOANS THAT ARE BASE RATE LOANS AND (II) FROM THE REIMBURSEMENT DATE
UNTIL THE DATE OF REPAYMENT IN FULL, AT THE RATE OF INTEREST APPLICABLE DURING
SUCH PERIOD TO PAST DUE REVOLVING LOANS THAT ARE BASE RATE LOANS, AND SUCH
ISSUING BANK SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT, WHICH SHALL
PROMPTLY NOTIFY EACH LENDER OF SUCH FAILURE, AND EACH LENDER SHALL PROMPTLY AND
UNCONDITIONALLY PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH ISSUING
BANK THE AMOUNT OF SUCH LENDER'S PRO RATA SHARE OF SUCH PAYMENT IN IMMEDIATELY
AVAILABLE DOLLARS (IF APPLICABLE, AS CONVERTED FROM FOREIGN CURRENCY EQUIVALENT
PURSUANT TO CLAUSE (L) BELOW).
IF THE ADMINISTRATIVE AGENT SO NOTIFIES SUCH
LENDER PRIOR TO 11:00 A.M. (NEW YORK TIME) ON ANY BUSINESS DAY, SUCH LENDER
SHALL MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH ISSUING
BANK ITS PRO RATA SHARE OF THE AMOUNT OF SUCH PAYMENT ON SUCH BUSINESS DAY IN
IMMEDIATELY AVAILABLE FUNDS.
UPON SUCH PAYMENT BY A LENDER, SUCH LENDER SHALL,
EXCEPT DURING THE CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT AND
NOTWITHSTANDING WHETHER OR NOT THE CONDITIONS PRECEDENT SET FORTH IN SECTION 3.2
SHALL HAVE BEEN SATISFIED (WHICH CONDITIONS PRECEDENT THE LENDERS HEREBY
IRREVOCABLY WAIVE), BE DEEMED TO HAVE MADE A REVOLVING LOAN TO THE BORROWER IN
THE PRINCIPAL AMOUNT OF SUCH PAYMENT.
WHENEVER ANY ISSUING BANK RECEIVES FROM
THE BORROWER A PAYMENT OF A REIMBURSEMENT OBLIGATION AS TO WHICH THE
ADMINISTRATIVE AGENT HAS RECEIVED FOR THE ACCOUNT OF SUCH ISSUING BANK ANY
PAYMENT FROM A LENDER PURSUANT TO THIS CLAUSE (H), SUCH ISSUING BANK SHALL PAY
OVER TO THE ADMINISTRATIVE AGENT ANY AMOUNT RECEIVED IN EXCESS OF SUCH
REIMBURSEMENT OBLIGATION AND, UPON RECEIPT OF SUCH AMOUNT, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY PAY OVER TO EACH LENDER, IN IMMEDIATELY AVAILABLE FUNDS, AN
AMOUNT EQUAL