STRICTLY IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, UNDER ALL CIRCUMSTANCES WHATSOEVER, INCLUDING
THE FOLLOWING:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF, OR ANY AMENDMENT OR
WAIVER OF OR ANY CONSENT TO DEPARTURE FROM, ANY LETTER OF CREDIT OR ANY RELATED
DOCUMENT;
(II)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHT WHICH
BORROWER MAY HAVE AT ANY TIME AGAINST THE BENEFICIARY OF ANY LETTER OF CREDIT,
THE LC ISSUER (INCLUDING ANY CLAIM FOR IMPROPER PAYMENT), AGENT, ANY LENDER OR
ANY OTHER PERSON, WHETHER IN CONNECTION WITH ANY FINANCING DOCUMENT OR ANY
UNRELATED TRANSACTION, PROVIDED THAT NOTHING HEREIN SHALL PREVENT THE ASSERTION
OF ANY SUCH CLAIM BY SEPARATE SUIT OR COMPULSORY COUNTERCLAIM;
(III)
ANY STATEMENT OR ANY OTHER DOCUMENT PRESENTED UNDER ANY 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 WHATSOEVER;
(IV)
ANY AFFILIATION BETWEEN THE LC ISSUER AND AGENT; OR
(V)
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OTHER
CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE
FOREGOING.
(E)
DEPOSIT OBLIGATIONS OF BORROWER.
IN THE EVENT ANY LETTERS OF
CREDIT ARE OUTSTANDING AT THE TIME THAT BORROWERS PREPAY OR ARE REQUIRED TO
REPAY THE OBLIGATIONS OR THE REVOLVING LOAN COMMITMENT IS TERMINATED, BORROWERS
SHALL (1) DEPOSIT WITH AGENT FOR THE BENEFIT OF ALL LENDERS WITH A PORTION OF
THE REVOLVING LOAN COMMITMENT CASH IN AN AMOUNT EQUAL TO ONE HUNDRED AND FIVE
PERCENT (105%) OF THE AGGREGATE OUTSTANDING LETTER OF CREDIT LIABILITIES TO BE
AVAILABLE TO AGENT TO REIMBURSE PAYMENTS OF DRAFTS DRAWN UNDER SUCH LETTERS OF
CREDIT AND PAY ANY FEES AND EXPENSES RELATED THERETO AND (2) PREPAY THE FEE
PAYABLE UNDER SECTION 2.5(B) WITH RESPECT TO SUCH LETTERS OF CREDIT FOR THE FULL
REMAINING TERMS OF SUCH LETTERS OF CREDIT.
UPON TERMINATION OF ANY SUCH LETTER
OF CREDIT, THE UNEARNED PORTION OF SUCH PREPAID FEE ATTRIBUTABLE TO SUCH LETTER
OF CREDIT SHALL BE REFUNDED TO BORROWERS, TOGETHER WITH THE DEPOSIT DESCRIBED IN
THE PRECEDING CLAUSE (1) TO THE EXTENT NOT PREVIOUSLY APPLIED BY AGENT IN THE
MANNER DESCRIBED HEREIN.
(F)
PARTICIPATIONS IN SUPPORT AGREEMENTS.
(I)
CONCURRENTLY WITH THE ISSUANCE OF EACH LETTER OF CREDIT, AGENT
SHALL BE DEEMED TO HAVE SOLD AND TRANSFERRED TO EACH LENDER, AND EACH LENDER
SHALL BE DEEMED IRREVOCABLY AND UNCONDITIONALLY TO HAVE PURCHASED AND RECEIVED
FROM AGENT, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND
PARTICIPATION IN, TO THE EXTENT OF SUCH LENDER'S PRO RATA SHARE OF THE REVOLVING
LOAN COMMITMENT, AGENT'S SUPPORT AGREEMENT LIABILITIES AND OBLIGATIONS IN
RESPECT OF SUCH LETTERS OF CREDIT AND BORROWERS' REIMBURSEMENT OBLIGATIONS WITH
RESPECT THERETO.
IF BORROWERS DO NOT PAY ANY REIMBURSEMENT OBLIGATION WHEN DUE,
THEN BORROWERS SHALL BE DEEMED TO HAVE IMMEDIATELY REQUESTED THAT LENDERS MAKE A
REVOLVING LOAN WHICH IS A PRIME RATE LOAN IN A PRINCIPAL AMOUNT EQUAL TO SUCH
REIMBURSEMENT OBLIGATION.
AGENT SHALL PROMPTLY NOTIFY LENDERS OF SUCH DEEMED
REQUEST AND EACH LENDER SHALL MAKE AVAILABLE