Section 2.7(a) or (c)(i),
as applicable.
The determination by the issuing bank or Agent, as the case may
be, of any amount due pursuant to this Section 2.2(f), as set forth in a
certificate setting forth the calculation thereof in reasonable detail, shall,
in the absence of manifest or demonstrable error, be final and conclusive and
binding on all of the parties hereto.
(G)
PARTICIPATIONS.
(I)
PURCHASE OF PARTICIPATIONS.
IMMEDIATELY
UPON ISSUANCE OF ANY LETTER OF CREDIT IN ACCORDANCE WITH THIS SECTION 2.2, EACH
LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY AND UNCONDITIONALLY PURCHASED AND
RECEIVED WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION
IN THE CREDIT SUPPORT OR ENHANCEMENT PROVIDED THROUGH THE AGENT TO SUCH ISSUER
IN CONNECTION WITH THE ISSUANCE OF SUCH LETTER OF CREDIT, EQUAL TO SUCH LENDER'S
PRO RATA SHARE OF THE FACE AMOUNT OF SUCH LETTER OF CREDIT (INCLUDING, WITHOUT
LIMITATION, ALL OBLIGATIONS OF BORROWERS WITH RESPECT THERETO, AND ANY SECURITY
THEREFOR OR GUARANTY PERTAINING THERETO).
(II)
DOCUMENTATION.
UPON THE REQUEST OF ANY
LENDER, THE AGENT SHALL FURNISH TO SUCH LENDER COPIES OF ANY LETTER OF CREDIT,
REIMBURSEMENT AGREEMENTS EXECUTED IN CONNECTION THEREWITH, APPLICATION FOR ANY
LETTER OF CREDIT AND CREDIT SUPPORT OR ENHANCEMENT
31
PROVIDED THROUGH THE AGENT IN CONNECTION WITH THE ISSUANCE OF ANY LETTER OF
CREDIT, AND SUCH OTHER DOCUMENTATION AS MAY REASONABLY BY REQUESTED BY SUCH
LENDER.
(III)
OBLIGATIONS IRREVOCABLE.
THE OBLIGATIONS OF
EACH LENDER TO MAKE PAYMENTS TO THE AGENT WITH RESPECT TO ANY LETTER OF CREDIT
OR WITH RESPECT TO ANY CREDIT SUPPORT OR ENHANCEMENT PROVIDED THROUGH THE AGENT
WITH RESPECT TO A LETTER OF CREDIT, AND THE OBLIGATIONS OF BORROWERS TO MAKE
PAYMENTS TO THE AGENT, FOR THE ACCOUNT OF THE LENDERS, SHALL BE IRREVOCABLE, NOT
SUBJECT TO ANY QUALIFICATION OR EXCEPTION WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, ANY OF THE FOLLOWING CIRCUMSTANCES:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
(B)
THE EXISTENCE OF ANY CLAIM, SETOFF, DEFENSE,
OR OTHER RIGHT WHICH ANY BORROWER MAY HAVE AT ANY TIME AGAINST A BENEFICIARY
NAMED IN A LETTER OF CREDIT OR ANY TRANSFEREE OF ANY LETTER OF CREDIT (OR ANY
PERSON FOR WHOM ANY SUCH TRANSFEREE MAY BE ACTING), ANY LENDER, THE AGENT, THE
ISSUER OF SUCH LETTER OF CREDIT, OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH
THIS AGREEMENT, ANY LETTER OF CREDIT, THE TRANSACTIONS CONTEMPLATED HEREIN OR
ANY UNRELATED TRANSACTIONS (INCLUDING ANY UNDERLYING TRANSACTIONS BETWEEN SUCH
BORROWER OR ANY OTHER PERSON AND THE BENEFICIARY NAMED IN ANY LETTER OF CREDIT);
(C)
ANY DRAFT, CERTIFICATE, OR ANY OTHER DOCUMENT
PRESENTED UNDER THE 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;
(D)
THE SURRENDER OR IMPAIRMENT OF ANY SECURITY
FOR THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS OF ANY OF THE LOAN
DOCUMENTS; OR
(E)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT.
2.3
INTENTIONALLY OMITTED.
2.4
INTENTIONALLY OMITTED.
2.5