RETURNED UNDER ANY OF
THE CIRCUMSTANCES DESCRIBED IN SECTION 10.06 (INCLUDING PURSUANT TO ANY
SETTLEMENT ENTERED INTO BY SUCH L/C ISSUER IN ITS DISCRETION), EACH REVOLVING
CREDIT LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH 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 COMPANY TO REIMBURSE THE
RELEVANT L/C ISSUER FOR EACH DRAWING UNDER EACH LETTER OF CREDIT ISSUED BY IT
AND TO REPAY EACH L/C BORROWING 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, SETOFF, DEFENSE OR OTHER RIGHT
THAT ANY LOAN PARTY 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 RELEVANT L/C ISSUER OR ANY OTHER
PERSON, WHETHER IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREBY OR BY SUCH LETTER OF CREDIT OR ANY AGREEMENT OR INSTRUMENT RELATING
THERETO, OR ANY UNRELATED TRANSACTION;
(III)
ANY DRAFT, DEMAND, CERTIFICATE OR OTHER DOCUMENT PRESENTED UNDER SUCH
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;
OR ANY LOSS OR DELAY IN THE TRANSMISSION OR OTHERWISE OF ANY DOCUMENT REQUIRED
IN ORDER TO MAKE A DRAWING UNDER SUCH LETTER OF CREDIT;
(IV)
ANY PAYMENT BY THE RELEVANT L/C ISSUER UNDER SUCH LETTER OF CREDIT AGAINST
PRESENTATION OF A DRAFT OR CERTIFICATE THAT DOES NOT STRICTLY COMPLY WITH THE
TERMS OF SUCH LETTER OF CREDIT; OR ANY PAYMENT MADE BY THE RELEVANT L/C ISSUER
UNDER SUCH LETTER OF CREDIT TO ANY PERSON PURPORTING TO BE A TRUSTEE IN
BANKRUPTCY, DEBTOR-IN-POSSESSION, ASSIGNEE FOR THE BENEFIT OF CREDITORS,
LIQUIDATOR, RECEIVER OR OTHER REPRESENTATIVE OF OR SUCCESSOR TO ANY BENEFICIARY
OR ANY TRANSFEREE OF SUCH LETTER OF CREDIT, INCLUDING ANY ARISING IN CONNECTION
WITH ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW;
(V)
ANY EXCHANGE, RELEASE OR NONPERFECTION OF ANY COLLATERAL, OR ANY RELEASE OR
AMENDMENT OR WAIVER OF OR CONSENT TO DEPARTURE FROM THE GUARANTEE UNDER THE
GUARANTEE AND SECURITY AGREEMENT OR ANY OTHER GUARANTEE, FOR ALL OR ANY OF THE
OBLIGATIONS ANY LOAN PARTY IN RESPECT OF SUCH LETTER OF CREDIT; OR
(VI)
ANY OTHER CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO
ANY OF THE FOREGOING, INCLUDING ANY OTHER CIRCUMSTANCE THAT MIGHT OTHERWISE
CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF, ANY LOAN PARTY;
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provided that the foregoing shall not