THE MANNER DEEMED TO HAVE BEEN REQUESTED IN
THE AMOUNT OF ITS REVOLVING CREDIT COMMITMENT PERCENTAGE OF THE APPLICABLE
UNPAID DRAWING BY 2:00 P.M. (NEW YORK CITY TIME) ON SUCH REIMBURSEMENT DATE 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. 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. IN THE EVENT THAT THE BORROWER FAILS TO
CASH COLLATERALIZE ANY LETTER OF CREDIT THAT IS OUTSTANDING ON THE L/C FACILITY
MATURITY DATE, THE FULL AMOUNT OF THE LETTERS OF CREDIT OUTSTANDING IN RESPECT
OF SUCH LETTER OF CREDIT SHALL BE DEEMED TO BE AN UNPAID DRAWING SUBJECT TO THE
PROVISIONS OF THIS SECTION 3.4 EXCEPT THAT THE LETTER OF CREDIT ISSUER SHALL
HOLD THE PROCEEDS RECEIVED FROM THE L/C PARTICIPANTS AS CONTEMPLATED ABOVE AS
CASH COLLATERAL FOR SUCH LETTER OF CREDIT TO REIMBURSE ANY DRAWING UNDER SUCH
LETTER OF CREDIT AND SHALL USE SUCH PROCEEDS FIRST, TO REIMBURSE ITSELF FOR ANY
DRAWINGS MADE IN RESPECT OF SUCH LETTER OF CREDIT FOLLOWING THE L/C MATURITY
DATE, SECOND, TO THE EXTENT SUCH LETTER OF CREDIT EXPIRES OR IS RETURNED UNDRAWN
WHILE ANY SUCH CASH COLLATERAL REMAINS, TO THE REPAYMENT OF OBLIGATIONS IN
RESPECT OF ANY REVOLVING CREDIT LOANS THAT HAVE NOT BEEN PAID AT SUCH TIME AND
THIRD, TO THE BORROWER OR AS OTHERWISE DIRECTED BY A COURT OF COMPETENT
JURISDICTION. NOTHING IN THIS SECTION 3.4(A) SHALL AFFECT THE BORROWER'S
OBLIGATION TO REPAY ALL OUTSTANDING REVOLVING CREDIT LOANS WHEN DUE IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(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 AND WITHOUT
REGARD TO ANY ADVERSE CHANGE IN THE RELEVANT EXCHANGE RATES OR IN THE
AVAILABILITY OF THE ALTERNATIVE CURRENCY TO THE BORROWER OR IN THE RELEVANT
CURRENCY MARKETS GENERALLY, PROVIDED THAT THE BORROWER SHALL NOT BE OBLIGATED TO
REIMBURSE THE LETTER OF CREDIT ISSUER FOR ANY WRONGFUL
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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 OR GROSS
NEGLIGENCE ON THE PART OF THE LETTER OF CREDIT ISSUER.
3.5.
INCREASED COSTS. IF AFTER THE