WHICH SHALL IMMEDIATELY APPLY SUCH PROCEEDS TO REPAY THE
REIMBURSEMENT OBLIGATION.
29
(III)
TO THE EXTENT THE REIMBURSEMENT OBLIGATION IS NOT REFUNDED BY A
LENDER PURSUANT TO CLAUSE (II) ABOVE, SUCH LENDER WILL PAY TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE ISSUING BANK, IMMEDIATELY UPON THE ISSUING BANK'S
DEMAND AT ANY TIME DURING THE PERIOD COMMENCING AFTER SUCH REIMBURSEMENT
OBLIGATION ARISES UNTIL REIMBURSEMENT THEREFOR IN FULL BY THE BORROWER, AN
AMOUNT EQUAL TO SUCH
LENDER'S PERCENTAGE OF SUCH REIMBURSEMENT OBLIGATION,
TOGETHER WITH INTEREST ON SUCH AMOUNT FOR EACH DAY FROM THE DATE OF THE ISSUING
BANK'S DEMAND FOR SUCH PAYMENT (OR, IF SUCH DEMAND IS MADE AFTER 1:00 P.M. (NEW
YORK CITY TIME) ON SUCH DATE, FROM THE NEXT SUCCEEDING DOMESTIC BUSINESS DAY) TO
THE DATE OF PAYMENT BY SUCH LENDER OF SUCH AMOUNT AT A RATE OF INTEREST PER
ANNUM EQUAL TO THE FEDERAL FUNDS RATE FOR THE FIRST THREE DOMESTIC BUSINESS DAYS
AFTER THE DATE OF SUCH DEMAND AND THEREAFTER AT A RATE PER ANNUM EQUAL TO THE
BASE RATE FOR EACH ADDITIONAL DAY.
THE ISSUING BANK WILL PAY TO EACH LENDER
RATABLY ALL AMOUNTS RECEIVED FROM THE BORROWER FOR APPLICATION IN PAYMENT OF ITS
REIMBURSEMENT OBLIGATIONS IN RESPECT OF ANY LETTER OF CREDIT, BUT ONLY TO THE
EXTENT SUCH LENDER HAS MADE PAYMENT TO THE ISSUING BANK IN RESPECT OF SUCH
LETTER OF CREDIT PURSUANT HERETO; PROVIDED THAT IN THE EVENT SUCH PAYMENT
RECEIVED BY THE ISSUING BANK IS REQUIRED TO BE RETURNED, SUCH LENDER WILL RETURN
TO THE ISSUING BANK ANY PORTION THEREOF PREVIOUSLY DISTRIBUTED TO IT BY THE
ISSUING BANK.
(D)
OBLIGATIONS ABSOLUTE.
THE OBLIGATIONS OF THE BORROWER AND EACH
LENDER UNDER SUBSECTION (C) ABOVE SHALL BE ABSOLUTE, UNCONDITIONAL AND
IRREVOCABLE, AND SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, UNDER ALL CIRCUMSTANCES WHATSOEVER, INCLUDING WITHOUT LIMITATION
THE FOLLOWING CIRCUMSTANCES:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY
LETTER OF CREDIT OR ANY DOCUMENT RELATED HERETO OR THERETO;
(II)
ANY AMENDMENT OR WAIVER OF OR ANY CONSENT TO DEPARTURE FROM ALL
OR ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY LETTER OF CREDIT OR ANY
DOCUMENT RELATED HERETO OR THERETO;
(III)
THE USE WHICH MAY BE MADE OF THE LETTER OF CREDIT BY, OR ANY ACTS
OR OMISSION OF, A BENEFICIARY OF A LETTER OF CREDIT (OR ANY PERSON FOR WHOM THE
BENEFICIARY MAY BE ACTING);
(IV)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHTS THAT
THE BORROWER MAY HAVE AT ANY TIME AGAINST A BENEFICIARY OF A LETTER OF CREDIT
(OR ANY PERSON FOR WHOM THE BENEFICIARY MAY BE ACTING), ANY LENDER (INCLUDING
THE ISSUING BANK) OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH THIS AGREEMENT
OR THE LETTER OF CREDIT OR ANY DOCUMENT RELATED HERETO OR THERETO OR ANY
UNRELATED TRANSACTION;
(V)
ANY STATEMENT OR ANY OTHER DOCUMENT PRESENTED UNDER A LETTER OF
CREDIT PROVING TO BE FORGED, FRAUDULENT OR INVALID IN ANY RESPECT OR ANY
STATEMENT THEREIN BEING