TO THIS SECTION 2.3(C) IS SUBJECT TO THE
CONDITIONS SET FORTH IN SECTION 4.3 (OTHER THAN DELIVERY OF A COMMITTED LOAN
NOTICE).
(VI)
IF ANY LENDER FAILS TO MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF THE L/C ISSUER ANY AMOUNT REQUIRED TO BE PAID BY SUCH LENDER
PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION 2.3(C) BY THE TIME
SPECIFIED IN SECTION 2.3(C)(II), THE L/C ISSUER SHALL BE ENTITLED TO RECOVER
FROM SUCH LENDER (ACTING THROUGH THE ADMINISTRATIVE AGENT), ON DEMAND, SUCH
AMOUNT WITH INTEREST THEREON FOR THE PERIOD FROM THE DATE SUCH PAYMENT IS
REQUIRED TO THE DATE ON WHICH SUCH PAYMENT IS IMMEDIATELY AVAILABLE TO THE L/C
ISSUER AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE FROM TIME TO TIME IN
EFFECT.
A CERTIFICATE OF THE L/C ISSUER SUBMITTED TO ANY LENDER (THROUGH THE
ADMINISTRATIVE AGENT) WITH RESPECT TO ANY AMOUNTS OWING UNDER THIS CLAUSE (VI)
SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(D)
REPAYMENT OF PARTICIPATIONS.
(I)
AT ANY TIME AFTER THE L/C ISSUER HAS MADE A PAYMENT UNDER ANY
LETTER OF CREDIT AND HAS RECEIVED FROM ANY LENDER SUCH LENDER'S L/C ADVANCE IN
RESPECT OF SUCH PAYMENT IN ACCORDANCE WITH SECTION 2.3(C), IF THE ADMINISTRATIVE
AGENT RECEIVES FOR THE ACCOUNT OF THE L/C ISSUER ANY PAYMENT RELATED TO SUCH
LETTER OF CREDIT (WHETHER DIRECTLY FROM THE BORROWERS OR OTHERWISE, INCLUDING
PROCEEDS OF CASH COLLATERAL APPLIED THERETO BY THE ADMINISTRATIVE AGENT), OR ANY
PAYMENT OF INTEREST THEREON, THE ADMINISTRATIVE AGENT WILL DISTRIBUTE TO SUCH
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LENDER ITS PRO RATA SHARE THEREOF IN THE SAME FUNDS AS THOSE RECEIVED BY THE
ADMINISTRATIVE AGENT.
(II)
IF ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE L/C ISSUER PURSUANT TO SECTION 2.3(C)(I) IS REQUIRED TO BE
RETURNED, EACH LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
THE L/C ISSUER ITS PRO RATA SHARE THEREOF ON DEMAND OF THE ADMINISTRATIVE AGENT,
PLUS INTEREST THEREON FROM THE DATE OF SUCH DEMAND TO THE DATE SUCH AMOUNT IS
RETURNED BY SUCH LENDER, AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE
FROM TIME TO TIME IN EFFECT.
(E)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF THE BORROWERS TO
REIMBURSE THE L/C ISSUER FOR EACH DRAWING UNDER EACH LETTER OF CREDIT, AND TO
REPAY EACH L/C BORROWING AND EACH DRAWING UNDER A LETTER OF CREDIT THAT IS
REFINANCED BY A BORROWING OF COMMITTED LOANS, SHALL BE ABSOLUTE, UNCONDITIONAL
AND IRREVOCABLE, AND SHALL BE PAID STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT UNDER ALL CIRCUMSTANCES, INCLUDING THE FOLLOWING:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF SUCH LETTER OF CREDIT,
THIS AGREEMENT, OR ANY OTHER AGREEMENT OR INSTRUMENT RELATING THERETO;
(II)
THE EXISTENCE OF ANY CLAIM, COUNTERCLAIM, SET-OFF, DEFENSE OR
OTHER RIGHT THAT THE BORROWERS MAY HAVE AT ANY TIME AGAINST ANY BENEFICIARY OR
ANY TRANSFEREE OF SUCH LETTER OF CREDIT (OR ANY PERSON FOR WHOM ANY SUCH
BENEFICIARY OR ANY SUCH TRANSFEREE MAY BE ACTING), THE L/C ISSUER OR ANY