FOR EACH DAY FROM THE DATE OF DEMAND BY THE ISSUING BANK UNTIL THE DATE
SUCH AMOUNT IS PAID TO ADMINISTRATIVE AGENT, AT THE FEDERAL FUNDS RATE FOR ITS
ACCOUNT OR THE ACCOUNT OF THE ISSUING BANK, AS APPLICABLE.
IF SUCH LENDER SHALL
PAY TO ADMINISTRATIVE AGENT SUCH AMOUNT FOR THE ACCOUNT OF THE ISSUING BANK ON
ANY BUSINESS DAY, SUCH AMOUNT SO PAID IN RESPECT OF PRINCIPAL SHALL CONSTITUTE A
LETTER OF CREDIT LOAN MADE BY SUCH LENDER ON SUCH BUSINESS DAY FOR PURPOSES OF
THIS AGREEMENT, AND THE OUTSTANDING PRINCIPAL AMOUNT OF THE LETTER OF CREDIT
LOAN MADE BY THE ISSUING BANK SHALL BE REDUCED BY SUCH AMOUNT ON SUCH BUSINESS
DAY.
(D)
FAILURE TO MAKE LETTER OF CREDIT LOANS.
THE
FAILURE OF ANY LENDER TO MAKE THE LETTER OF CREDIT LOAN TO BE MADE BY IT ON THE
DATE SPECIFIED IN SECTION 2.3(C) SHALL NOT RELIEVE ANY OTHER LENDER OF ITS
OBLIGATION HEREUNDER TO MAKE ITS LETTER OF CREDIT LOAN ON SUCH DATE, BUT NO
LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE THE
LETTER OF CREDIT LOAN TO BE MADE BY SUCH OTHER LENDER ON SUCH DATE.
(E)
LETTER OF CREDIT OBLIGATIONS.
THE
OBLIGATIONS OF COMPANY UNDER THIS AGREEMENT, ANY LETTER OF CREDIT AGREEMENT AND
ANY OTHER AGREEMENT OR INSTRUMENT RELATING TO ANY LETTER OF CREDIT SHALL BE
UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID STRICTLY IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT, SUCH LETTER OF CREDIT AGREEMENT AND SUCH OTHER
AGREEMENT OR INSTRUMENT UNDER ALL CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION,
THE FOLLOWING CIRCUMSTANCES:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY
OF ANY CREDIT DOCUMENT, ANY LETTER OF CREDIT AGREEMENT, ANY LETTER OF CREDIT OR
ANY OTHER AGREEMENT OR INSTRUMENT RELATING THERETO (ALL OF THE FOREGOING BEING,
COLLECTIVELY, THE "L/C RELATED DOCUMENTS");
(II)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF
PAYMENT OF, OR IN ANY OTHER TERM OF, ALL OR ANY OF THE OBLIGATIONS OF COMPANY IN
RESPECT OF ANY L/C RELATED DOCUMENT OR ANY OTHER AMENDMENT OR WAIVER OF OR ANY
CONSENT TO DEPARTURE FROM ALL OR ANY OF THE L/C RELATED DOCUMENTS;
(III)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE
OR OTHER RIGHT THAT COMPANY MAY HAVE AT ANY TIME AGAINST ANY BENEFICIARY OR ANY
TRANSFEREE OF A LETTER OF CREDIT (OR ANY PERSONS FOR WHICH ANY SUCH BENEFICIARY
OR ANY SUCH TRANSFEREE MAY BE ACTING), ANY ISSUING BANK OR ANY OTHER PERSON,
WHETHER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE L/C RELATED
DOCUMENTS OR ANY UNRELATED TRANSACTION;
41
(IV)
ANY STATEMENT OR ANY OTHER DOCUMENT PRESENTED
UNDER A 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;
(V)
PAYMENT BY ANY ISSUING BANK UNDER A LETTER
OF CREDIT AGAINST PRESENTATION OF A DRAFT OR CERTIFICATE THAT DOES NOT STRICTLY
COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT;
(VI)
ANY EXCHANGE, RELEASE OR NON-PERFECTION OF ANY
COLLATERAL OR