CREDIT IN ACCORDANCE WITH
SECTION 1.4(D), EACH REVOLVING CREDIT LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY
AND UNCONDITIONALLY PURCHASED AND RECEIVED WITHOUT RECOURSE OR WARRANTY, AN
UNDIVIDED INTEREST AND PARTICIPATION EQUAL TO SUCH LENDER'S PRO RATA SHARE OF
THE FACE AMOUNT OF SUCH LETTER OF CREDIT OR THE CREDIT SUPPORT PROVIDED THROUGH
THE AGENT TO THE LETTER OF CREDIT ISSUER, IF NOT THE BANK, IN CONNECTION WITH
THE ISSUANCE OF SUCH LETTER OF CREDIT (INCLUDING ALL OBLIGATIONS OF THE
BORROWERS WITH RESPECT THERETO, AND ANY SECURITY THEREFOR OR GUARANTY PERTAINING
THERETO).
(II)
SHARING OF REIMBURSEMENT OBLIGATION
PAYMENTS.
WHENEVER THE AGENT RECEIVES A PAYMENT FROM ANY BORROWER ON ACCOUNT OF
REIMBURSEMENT OBLIGATIONS IN RESPECT OF A LETTER OF CREDIT OR CREDIT SUPPORT AS
TO WHICH THE AGENT HAS PREVIOUSLY RECEIVED FOR THE ACCOUNT OF THE LETTER OF
CREDIT ISSUER THEREOF PAYMENT FROM A REVOLVING CREDIT LENDER, THE AGENT SHALL
PROMPTLY PAY TO SUCH REVOLVING CREDIT LENDER SUCH REVOLVING CREDIT LENDER'S PRO
RATA SHARE OF SUCH PAYMENT FROM SUCH BORROWER.
EACH SUCH PAYMENT SHALL BE MADE
BY THE AGENT ON THE NEXT SETTLEMENT DATE.
(III)
DOCUMENTATION.
UPON THE REQUEST OF
ANY REVOLVING CREDIT LENDER, THE AGENT SHALL FURNISH TO SUCH REVOLVING CREDIT
LENDER COPIES OF ANY LETTER OF CREDIT, CREDIT SUPPORT FOR ANY LETTER OF CREDIT,
REIMBURSEMENT AGREEMENTS EXECUTED IN CONNECTION THEREWITH, APPLICATIONS FOR ANY
LETTER OF CREDIT, AND SUCH OTHER DOCUMENTATION AS MAY REASONABLY BE REQUESTED BY
SUCH REVOLVING CREDIT LENDER.
(IV)
OBLIGATIONS IRREVOCABLE.
THE
OBLIGATIONS OF EACH REVOLVING CREDIT LENDER TO MAKE PAYMENTS TO THE AGENT WITH
RESPECT TO ANY LETTER OF CREDIT OR WITH RESPECT TO THEIR PARTICIPATION THEREIN
OR WITH RESPECT TO ANY CREDIT SUPPORT FOR ANY LETTER OF CREDIT OR WITH RESPECT
TO THE REVOLVING LOANS MADE AS A RESULT OF A DRAWING UNDER A LETTER OF CREDIT
AND THE OBLIGATIONS OF THE BORROWER FOR WHOSE ACCOUNT THE LETTER OF CREDIT OR
CREDIT SUPPORT WAS ISSUED TO MAKE PAYMENTS TO THE AGENT, FOR THE ACCOUNT OF THE
REVOLVING CREDIT LENDERS, SHALL BE IRREVOCABLE AND SHALL NOT BE SUBJECT TO ANY
QUALIFICATION OR EXCEPTION WHATSOEVER, INCLUDING ANY OF THE FOLLOWING
CIRCUMSTANCES:
(1)
ANY LACK OF VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
96
(2)
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 REVOLVING
CREDIT 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 ANY BORROWER OR ANY OTHER PERSON AND THE
BENEFICIARY NAMED IN ANY LETTER OF CREDIT);
(3)
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