AGENT
FOR ANY DRAWING MADE UNDER ANY LETTER OF CREDIT SHALL BE ABSOLUTE, UNCONDITIONAL
AND IRREVOCABLE AND SHALL BE PAID STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OR ANY OTHER APPLICABLE LETTER OF CREDIT DOCUMENT UNDER ALL
CIRCUMSTANCES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE FOLLOWING
CIRCUMSTANCES: (A) ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LETTER OF
CREDIT DOCUMENT OR ANY TERM OR PROVISIONS THEREIN; (B) ANY AMENDMENT OR WAIVER
OF OR ANY CONSENT TO DEPARTURE FROM ALL OR ANY OF THE LETTER OF CREDIT
DOCUMENTS; (C) THE EXISTENCE OF ANY CLAIM, SETOFF, DEFENSE OR OTHER RIGHT WHICH
THE BORROWER MAY HAVE AT ANY TIME AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER,
ANY BENEFICIARY OF A LETTER OF CREDIT OR ANY OTHER PERSON, WHETHER IN CONNECTION
WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR IN THE LETTER OF
CREDIT DOCUMENTS OR ANY UNRELATED TRANSACTION; (D) ANY BREACH OF CONTRACT OR
DISPUTE BETWEEN THE BORROWER, THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER
PERSON; (E) ANY DEMAND, STATEMENT OR ANY OTHER DOCUMENT PRESENTED UNDER A LETTER
OF CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT IN ANY
RESPECT OR ANY STATEMENT THEREIN OR MADE IN CONNECTION THEREWITH BEING UNTRUE OR
INACCURATE IN ANY RESPECT WHATSOEVER; (F) ANY NON APPLICATION OR MISAPPLICATION
BY THE BENEFICIARY OF A LETTER OF CREDIT OR OF THE PROCEEDS OF ANY DRAWING UNDER
SUCH LETTER OF CREDIT; (G) PAYMENT BY THE ADMINISTRATIVE AGENT UNDER THE LETTER
OF CREDIT AGAINST PRESENTATION OF A DRAFT OR CERTIFICATE WHICH DOES NOT STRICTLY
COMPLY WITH THE TERMS OF THE LETTER OF CREDIT; AND (H) ANY OTHER ACT, OMISSION
TO ACT, DELAY OR CIRCUMSTANCE WHATSOEVER THAT MIGHT, BUT FOR THE PROVISIONS OF
THIS SECTION, CONSTITUTE A LEGAL OR EQUITABLE DEFENSE TO OR DISCHARGE OF THE
BORROWER'S REIMBURSEMENT OBLIGATIONS.
(H)
THE ISSUANCE BY THE ADMINISTRATIVE AGENT OF ANY AMENDMENT,
SUPPLEMENT OR OTHER MODIFICATION TO ANY LETTER OF CREDIT SHALL BE SUBJECT TO THE
SAME CONDITIONS APPLICABLE UNDER THIS AGREEMENT TO THE ISSUANCE OF NEW LETTERS
OF CREDIT (INCLUDING, WITHOUT LIMITATION, THAT THE REQUEST THEREFOR BE MADE
THROUGH THE ADMINISTRATIVE AGENT), AND NO SUCH AMENDMENT, SUPPLEMENT OR OTHER
MODIFICATION SHALL BE ISSUED UNLESS EITHER (I) THE RESPECTIVE LETTER OF CREDIT
AFFECTED THEREBY WOULD HAVE COMPLIED WITH SUCH CONDITIONS HAD IT ORIGINALLY BEEN
ISSUED HEREUNDER IN SUCH AMENDED, SUPPLEMENTED OR MODIFIED FORM OR (II) THE
ADMINISTRATIVE AGENT AND REQUISITE LENDERS SHALL HAVE CONSENTED THERETO.
IN
CONNECTION WITH ANY SUCH AMENDMENT, SUPPLEMENT OR OTHER MODIFICATION, THE
BORROWER SHALL PAY THE FEES, IF ANY, PAYABLE UNDER SECTION 2.4(L) BELOW.
(I)
IMMEDIATELY UPON THE ISSUANCE BY THE ADMINISTRATIVE AGENT OF ANY
LETTER OF CREDIT EACH LENDER SHALL BE DEEMED TO HAVE ABSOLUTELY, IRREVOCABLY AND
UNCONDITIONALLY PURCHASED AND RECEIVED FROM THE ADMINISTRATIVE AGENT, WITHOUT
RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION TO THE EXTENT OF
SUCH LENDER'S PRO RATA SHARE OF THE LIABILITY OF THE ADMINISTRATIVE AGENT WITH
RESPECT TO SUCH LETTER OF CREDIT AND EACH LENDER THEREBY SHALL ABSOLUTELY,
UNCONDITIONALLY AND IRREVOCABLY ASSUME, AS PRIMARY OBLIGOR