2.3(C) SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE AND SHALL BE
PAID STRICTLY IN ACCORDANCE WITH THE TERMS OF THE AFOREMENTIONED DOCUMENTS UNDER
ALL CIRCUMSTANCES, INCLUDING THE FOLLOWING:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LETTER OF CREDIT,
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT;
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(II)
THE EXISTENCE OF ANY CLAIM, SETOFF, DEFENSE OR OTHER RIGHT THAT
THE BORROWER MAY HAVE AT ANY TIME AGAINST ANY BENEFICIARY OR TRANSFEREE OF ANY
LETTER OF CREDIT (OR ANY PERSON FOR WHOM ANY SUCH BENEFICIARY OR TRANSFEREE MAY
BE ACTING), THE AGENT, ANY REVOLVING LOAN LENDER (OTHER THAN THE DEFENSE OF
PAYMENT TO A REVOLVING LOAN LENDER IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT) OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY
UNRELATED TRANSACTION;
(III)
ANY STATEMENT OR 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;
PROVIDED THAT PAYMENT BY THE AGENT UNDER SUCH LETTER OF CREDIT AGAINST
PRESENTATION OF SUCH DRAFT OR DOCUMENT SHALL NOT HAVE CONSTITUTED GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT; AND
(IV)
ANY EXCHANGE, RELEASE OR NON-PERFECTION OF ANY COLLATERAL,
GUARANTOR COLLATERAL OR OTHER COLLATERAL, OR ANY RELEASE, AMENDMENT OR WAIVER OF
OR CONSENT TO DEPARTURE FROM ANY GUARANTEE, OTHER LOAN DOCUMENT OR OTHER
GUARANTY, FOR ANY OF THE OBLIGATIONS OF THE BORROWER IN RESPECT OF THE LETTERS
OF CREDIT.
(E)
THE BORROWER SHALL PAY TO THE AGENT, WITH RESPECT TO EACH LETTER
OF CREDIT ISSUED HEREUNDER, THE FOLLOWING FEES:
(I)
WITH RESPECT TO EACH STANDBY LETTER OF CREDIT, FOR THE ACCOUNT OF
THE REVOLVING LOAN LENDERS, FOR THE PERIOD FROM AND INCLUDING THE DAY SUCH
LETTER OF CREDIT IS ISSUED TO BUT EXCLUDING THE DAY SUCH LETTER OF CREDIT
EXPIRES, A LETTER OF CREDIT FEE EQUAL TO THE PRODUCT OF (X) 3.500% PER ANNUM AND
(Y) THE LETTER OF CREDIT AMOUNT OF SUCH LETTER OF CREDIT FROM TIME TO TIME, SUCH
LETTER OF CREDIT FEE TO BE PAYABLE IN INSTALLMENTS QUARTERLY IN ARREARS ON THE
LAST BUSINESS DAY OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER AND ON THE
EXPIRATION DATE OF SUCH LETTER OF CREDIT;
(II)
WITH RESPECT TO EACH COMMERCIAL LETTER OF CREDIT, FOR THE ACCOUNT
OF THE AGENT, NEGOTIATION, ISSUANCE AND AMENDMENT FEES IN ACCORDANCE WITH THE
AGENT'S STANDARD INTERNAL CHARGE GUIDELINES (AS SUCH GUIDELINES MAY CHANGE FROM
TIME TO TIME);
(III)
WITH RESPECT TO EACH LETTER OF CREDIT ISSUED HEREUNDER, FOR THE
ACCOUNT OF AGENT, A FRONTING FEE EQUAL TO 0.25% OF THE LETTER OF CREDIT AMOUNT
OF SUCH LETTER OF CREDIT, PAYABLE UPON ISSUANCE OF SUCH LETTER OF CREDIT; AND
(IV)
WITH RESPECT TO EACH LETTER OF CREDIT ISSUED HEREUNDER, FOR THE
ACCOUNT OF AGENT, FROM TIME TO TIME SUCH ADDITIONAL FEES AND CHARGES (INCLUDING
CABLE CHARGES) AS ARE GENERALLY ASSOCIATED WITH LETTERS OF CREDIT, IN ACCORDANCE
WITH THE AGENT'S STANDARD INTERNAL CHARGE GUIDELINES