ANY OF THE OTHER LOAN DOCUMENTS;
(II)
THE EXISTENCE OF ANY CLAIM, SETOFF,
DEFENSE OR OTHER RIGHT WHICH THE BORROWER MAY HAVE AT ANY TIME AGAINST A
BENEFICIARY NAMED IN A FACILITY LETTER OF CREDIT OR ANY TRANSFEREE OF ANY
FACILITY LETTER OF CREDIT (OR ANY PERSON FOR WHOM ANY SUCH TRANSFEREE MAY BE
ACTING), THE ADMINISTRATIVE AGENT, THE ISSUING BANK, ANY LENDER, OR ANY OTHER
PERSON, WHETHER IN CONNECTION WITH THIS AGREEMENT, ANY FACILITY LETTER OF
CREDIT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY UNRELATED TRANSACTIONS
(INCLUDING ANY UNDERLYING TRANSACTIONS BETWEEN THE BORROWER AND THE BENEFICIARY
NAMED IN ANY FACILITY LETTER OF CREDIT);
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(III)
ANY DRAFT, CERTIFICATE OR ANY OTHER DOCUMENT
PRESENTED UNDER THE FACILITY LETTER OF CREDIT PROVING TO BE FORGED, FRAUDULENT,
INVALID OR INSUFFICIENT IN ANY RESPECT OF ANY STATEMENT THEREIN BEING UNTRUE OR
INACCURATE IN ANY RESPECT;
(IV)
THE SURRENDER OR IMPAIRMENT OF ANY SECURITY
FOR THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS OF ANY OF THE LOAN
DOCUMENTS; OR
(V)
THE OCCURRENCE OF ANY DEFAULT OR UNMATURED
DEFAULT.
(B)
IN THE EVENT ANY PAYMENT BY THE BORROWER
RECEIVED BY THE ISSUING BANK OR THE ADMINISTRATIVE AGENT WITH RESPECT TO A
FACILITY LETTER OF CREDIT AND DISTRIBUTED BY THE ADMINISTRATIVE AGENT TO THE
LENDERS ON ACCOUNT OF THEIR PARTICIPATIONS IS THEREAFTER SET ASIDE, AVOIDED OR
RECOVERED FROM THE ADMINISTRATIVE AGENT OR ISSUING BANK IN CONNECTION WITH ANY
RECEIVERSHIP, LIQUIDATION, REORGANIZATION OR BANKRUPTCY PROCEEDING, EACH LENDER
WHICH RECEIVED SUCH DISTRIBUTION SHALL, UPON DEMAND BY THE ADMINISTRATIVE AGENT,
CONTRIBUTE SUCH LENDER'S PERCENTAGE OF THE AMOUNT SET ASIDE, AVOIDED OR
RECOVERED TOGETHER WITH INTEREST AT THE RATE REQUIRED TO BE PAID BY THE ISSUING
BANK OR THE ADMINISTRATIVE AGENT UPON THE AMOUNT REQUIRED TO BE REPAID BY THE
ISSUING BANK OR THE ADMINISTRATIVE AGENT.
2A.8
COMPENSATION FOR FACILITY LETTERS OF CREDIT.
(A)
THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT, FOR THE RATABLE ACCOUNT OF THE LENDERS (INCLUDING THE
ISSUING BANK), BASED UPON THE LENDERS' RESPECTIVE PERCENTAGES, A PER ANNUM FEE
(THE "FACILITY LETTER OF CREDIT FEE") AS A PERCENTAGE OF THE FACE AMOUNT OF EACH
FACILITY LETTER OF CREDIT OUTSTANDING EQUAL TO THE LIBOR APPLICABLE MARGIN IN
EFFECT FROM TIME TO TIME HEREUNDER WHILE SUCH FACILITY LETTER OF CREDIT IS
OUTSTANDING.
THE FACILITY LETTER OF CREDIT FEE RELATING TO ANY FACILITY LETTER
OF CREDIT SHALL ACCRUE ON A DAILY BASIS AND SHALL BE DUE AND PAYABLE IN ARREARS
ON THE FIRST BUSINESS DAY OF EACH CALENDAR QUARTER FOLLOWING THE ISSUANCE OF
SUCH FACILITY LETTER OF CREDIT AND, TO THE EXTENT ANY SUCH FEES ARE THEN DUE AND
UNPAID, ON THE FACILITY TERMINATION DATE OR ANY OTHER EARLIER DATE THAT THE
OBLIGATIONS ARE DUE AND PAYABLE IN FULL.
THE ADMINISTRATIVE AGENT SHALL
PROMPTLY (ON THE SAME DAY AS RECEIVED BY THE ADMINISTRATIVE AGENT IF RECEIVED
PRIOR TO NOON (CLEVELAND TIME) ON SUCH DAY AND OTHERWISE ON THE NEXT BUSINESS
DAY)
REMIT SUCH FACILITY LETTER OF CREDIT FEES, WHEN PAID, TO THE OTHER LENDERS
IN ACCORDANCE WITH