TO SUCH LENDER'S PRO RATA SHARE OF THE AMOUNT OF SUCH PAYMENT
ADJUSTED, IF NECESSARY, TO REFLECT THE RESPECTIVE AMOUNTS THE LENDERS HAVE PAID
IN RESPECT OF SUCH REIMBURSEMENT OBLIGATION.
(I)
IF AND TO THE EXTENT SUCH LENDER SHALL
NOT HAVE SO MADE ITS PRO RATA SHARE OF THE AMOUNT OF THE PAYMENT REQUIRED BY
CLAUSE (H) ABOVE AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH
ISSUING BANK, SUCH LENDER AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF SUCH ISSUING BANK FORTHWITH ON DEMAND ANY SUCH UNPAID AMOUNT TOGETHER
WITH INTEREST THEREON, FOR THE FIRST BUSINESS DAY AFTER PAYMENT WAS FIRST DUE AT
THE FEDERAL FUNDS EFFECTIVE RATE AND, THEREAFTER, UNTIL SUCH AMOUNT IS REPAID TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH ISSUING BANK, AT A RATE PER
ANNUM EQUAL TO THE RATE APPLICABLE TO BASE RATE LOANS.
(J)
THE BORROWER'S OBLIGATION TO PAY EACH
REIMBURSEMENT OBLIGATION WHEN DUE AND THE OBLIGATIONS OF THE LENDERS TO MAKE
PAYMENTS TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE ISSUING BANKS WITH
RESPECT TO LETTERS OF CREDIT SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE
AND SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT,
UNDER ANY AND ALL CIRCUMSTANCES WHATSOEVER, INCLUDING THE OCCURRENCE OF ANY
DEFAULT OR EVENT OF DEFAULT, AND IRRESPECTIVE OF ANY OF THE FOLLOWING (WITHOUT
PREJUDICE TO BORROWER'S OTHER RIGHTS HEREUNDER):
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY
OF ANY LETTER OF CREDIT OR ANY CREDIT DOCUMENT, OR ANY TERM OR PROVISION
THEREIN;
(II)
ANY AMENDMENT OR WAIVER OF OR ANY CONSENT
TO DEPARTURE FROM ALL OR ANY OF THE PROVISIONS OF ANY LETTER OF CREDIT OR ANY
CREDIT DOCUMENT;
(III)
THE EXISTENCE OF ANY CLAIM, SET OFF, DEFENSE
OR OTHER RIGHT THAT THE BORROWER, ANY OTHER PARTY GUARANTEEING, OR OTHERWISE
OBLIGATED WITH, THE BORROWER, ANY SUBSIDIARY OR OTHER AFFILIATE THEREOF OR ANY
OTHER PERSON MAY AT ANY TIME HAVE AGAINST THE BENEFICIARY UNDER ANY LETTER
50
OF CREDIT, ANY ISSUING BANK, THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY OTHER
PERSON, WHETHER IN CONNECTION WITH THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR
ANY OTHER RELATED OR UNRELATED AGREEMENT OR TRANSACTION;
(IV)
ANY DRAFT OR OTHER DOCUMENT PRESENTED UNDER A
LETTER OF CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT IN
ANY RESPECT OR ANY STATEMENT THEREIN BEING UNTRUE OR INACCURATE IN ANY RESPECT;
(V)
PAYMENT BY THE ISSUING BANK UNDER A LETTER
OF CREDIT AGAINST PRESENTATION OF A DRAFT OR OTHER DOCUMENT THAT DOES NOT COMPLY
WITH THE TERMS OF SUCH LETTER OF CREDIT; AND
(VI)
ANY OTHER ACT OR OMISSION TO ACT OR DELAY OF
ANY KIND OF THE ISSUING BANK, THE LENDERS, THE ADMINISTRATIVE AGENT OR ANY OTHER
PERSON OR ANY OTHER EVENT OR CIRCUMSTANCE WHATSOEVER, WHETHER OR NOT SIMILAR TO
ANY OF THE FOREGOING, THAT MIGHT, BUT FOR THE PROVISIONS OF THIS SECTION 2.3,
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF THE BORROWER'S OBLIGATIONS
HEREUNDER.
Any action taken or omitted to be taken by