OR
(V)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT;
provided, however, that no Letter of Credit Participant shall be obligated to
pay to the Administrative Agent for the account of the Letter of Credit Issuer
its Letter of Credit Commitment Percentage of any unreimbursed amount arising
from any wrongful payment made by the Letter of Credit Issuer under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer.
3.4
AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS THE BORROWER HEREBY
AGREES TO REIMBURSE THE LETTER OF CREDIT ISSUER, BY MAKING PAYMENT TO THE
ADMINISTRATIVE AGENT 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 APPLICABLE TO
2013 REVOLVING CREDIT LOANS 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 APPLICABLE TO 2013 REVOLVING CREDIT LOANS 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 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