such 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.
(A)
THE BORROWER HEREBY AGREES TO REIMBURSE THE LETTER OF CREDIT
ISSUER, BY MAKING PAYMENT IN WITH RESPECT TO ANY DRAWING UNDER ANY LETTER OF
CREDIT IN THE SAME CURRENCY IN WHICH SUCH DRAWING WAS MADE UNLESS (A) THE LETTER
OF CREDIT ISSUER (AT ITS OPTION) SHALL HAVE SPECIFIED IN THE NOTICE OF DRAWING
THAT IT WILL REQUIRE REIMBURSEMENT IN DOLLARS, OR (B) IN THE ABSENCE OF ANY SUCH
REQUIREMENT FOR REIMBURSEMENT IN DOLLARS, THE BORROWER SHALL HAVE NOTIFIED THE
LETTER OF CREDIT ISSUER PROMPTLY FOLLOWING RECEIPT OF THE NOTICE OF DRAWING THAT
THE BORROWER WILL REIMBURSE THE LETTER OF CREDIT ISSUER IN DOLLARS. IN
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THE CASE OF ANY REIMBURSEMENT IN DOLLARS OF A DRAWING OF A LETTER OF CREDIT
DENOMINATED IN AN ALTERNATIVE CURRENCY, THE LETTER OF CREDIT ISSUER SHALL NOTIFY
THE BORROWER OF THE DOLLAR EQUIVALENT OF THE AMOUNT OF THE DRAWING PROMPTLY
FOLLOWING THE DETERMINATION THEREOF. ANY SUCH REIMBURSEMENT SHALL BE MADE BY THE
BORROWER TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS FOR ANY
PAYMENT OR DISBURSEMENT MADE BY THE LETTER OF CREDIT ISSUER UNDER ANY LETTER OF
CREDIT (EACH SUCH AMOUNT SO PAID UNTIL REIMBURSED, AN "UNPAID DRAWING") NO LATER
THAN THE DATE THAT IS ONE BUSINESS DAY AFTER THE DATE ON WHICH THE BORROWER
RECEIVES NOTICE OF SUCH PAYMENT OR DISBURSEMENT (THE "REIMBURSEMENT DATE"), WITH
INTEREST ON THE AMOUNT SO PAID OR DISBURSED BY THE LETTER OF CREDIT ISSUER, TO
THE EXTENT NOT REIMBURSED PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON THE
REIMBURSEMENT DATE, FROM THE REIMBURSEMENT DATE TO THE DATE THE LETTER OF CREDIT
ISSUER IS REIMBURSED THEREFOR AT A RATE PER ANNUM THAT SHALL AT ALL TIMES BE THE
APPLICABLE 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
RELEVANT LETTER OF CREDIT ISSUER PRIOR TO 1:00 P.M. (NEW YORK CITY TIME) ON THE
REIMBURSEMENT DATE THAT THE BORROWER INTENDS TO REIMBURSE THE RELEVANT LETTER OF
CREDIT ISSUER FOR THE AMOUNT OF SUCH DRAWING WITH FUNDS OTHER THAN THE PROCEEDS
OF LOANS, THE BORROWER SHALL BE DEEMED TO HAVE GIVEN A NOTICE OF BORROWING
REQUESTING THAT, WITH RESPECT TO LETTERS OF CREDIT, THE REVOLVING CREDIT LENDERS
MAKE REVOLVING CREDIT LOANS (WHICH SHALL BE DENOMINATED IN DOLLARS AND WHICH
SHALL BE ABR LOANS) ON THE REIMBURSEMENT DATE IN THE AMOUNT, OR DOLLAR
EQUIVALENT OF THE AMOUNT, AS APPLICABLE, OF SUCH DRAWING AND (II) THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH L/C PARTICIPANT OF SUCH DRAWING
AND THE AMOUNT OF ITS REVOLVING CREDIT LOAN TO BE MADE IN RESPECT THEREOF, AND
EACH L/C PARTICIPANT SHALL BE IRREVOCABLY OBLIGATED TO MAKE A REVOLVING CREDIT
LOAN TO THE BORROWER IN DOLLARS IN