REIMBURSEMENT
OBLIGATION FROM THE DATE OF PAYMENT BY PARTY A OR SUCH OTHER ISSUER OF CREDIT
SUPPORT TO THE BENEFICIARY UNTIL PAYMENT BY PARTY B IN FULL AT THE APPLICABLE
RATE WHICH WOULD BE PAYABLE ON ANY OUTSTANDING AMOUNTS WHICH WERE THEN OVERDUE.
THE REIMBURSEMENT OBLIGATION HEREUNDER IS UNQUALIFIED, UNCONDITIONAL AND
ABSOLUTE AND IS IRRESPECTIVE OF WHETHER PARTY A IS THE ISSUER OF CREDIT SUPPORT
AND, IN THE CASE OF CLAUSE (A), UPON ANY SUCH PERFORMANCE BY PARTY A.
(B)
IN ADDITION TO, AND WITHOUT IN ANY WAY
LIMITING THE FOREGOING:
43
(1)
PARTY B'S OBLIGATIONS UNDER THIS CLAUSE
(XVIII) SHALL BE ABSOLUTE AND UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND
IRRESPECTIVE OF ANY SET-OFF, COUNTERCLAIM OR DEFENSE TO PAYMENT WHICH PARTY B OR
ANY SPECIFIED ENTITY OF PARTY B MAY HAVE OR HAVE HAD AGAINST PARTY A, ANY ISSUER
OF CREDIT SUPPORT, ANY BENEFICIARY OF A CREDIT SUPPORT OR ANY OTHER PERSON.
(2)
PARTY B AGREES THAT PARTY A AND ANY OTHER
ISSUER OF CREDIT SUPPORT SHALL NOT BE RESPONSIBLE FOR, AND THE REIMBURSEMENT
OBLIGATION UNDER THIS CLAUSE SHALL NOT BE AFFECTED BY, AMONG OTHER THINGS:
(A) THE VALIDITY OR GENUINENESS OF DOCUMENTS OR OF ANY ENDORSEMENTS THEREON,
EVEN THOUGH SUCH DOCUMENTS SHALL IN FACT PROVE TO BE INVALID, FRAUDULENT OR
FORGED, (B) ANY DISPUTE BETWEEN OR AMONG PARTY B OR ANY SPECIFIED ENTITY OF
PARTY B AND ANY BENEFICIARY OF ANY CREDIT SUPPORT OR ANY OTHER PARTY TO WHICH
SUCH CREDIT SUPPORT MAY BE TRANSFERRED, (C) ANY CLAIMS WHATSOEVER OF PARTY B OR
ANY SPECIFIED ENTITY OF PARTY B AGAINST ANY BENEFICIARY OF SUCH CREDIT SUPPORT
OR ANY TRANSFEREE THEREOF, (D) ANY CHANGE IN THE TIME, MANNER OR PLACE OF
PAYMENT OF, OR IN ANY OTHER TERM OF, ALL OR ANY OF THE OBLIGATIONS OF PARTY B OR
ANY SPECIFIED ENTITY OF PARTY B IN RESPECT OF ANY CREDIT SUPPORT OR ANY OTHER
AMENDMENT OR WAIVER OF OR ANY CONSENT TO DEPARTURE FROM THE TERMS OF ANY CREDIT
SUPPORT OR ANY DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THE ISSUANCE OR
PAYMENT THEREOF, (E) ANY ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, PROPERTIES,
ASSETS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF PARTY B OR ANY OF THE
SPECIFIED ENTITIES OF PARTY B (INDIVIDUALLY OR TAKEN AS A WHOLE), (F) ANY BREACH
HEREOF OR OF ANY OTHER ISDA DOCUMENT BY ANY PARTY THERETO, (G) ANY OTHER
CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE
FOREGOING, (H) THE FACT THAT A POTENTIAL EVENT OF DEFAULT, EVENT OF DEFAULT,
POTENTIAL TERMINATION EVENT OR TERMINATION EVENT (EACH, HOWEVER DEFINED) SHALL
HAVE OCCURRED AND BE CONTINUING, OR (I) ANY PAYMENT BY PARTY A OR ANY OTHER
ISSUER OF CREDIT SUPPORT AGAINST PRESENTATION OF ANY DOCUMENT OR CERTIFICATE
THAT DOES NOT STRICTLY COMPLY WITH THE TERMS OF SUCH CREDIT SUPPORT, OR ANY
PAYMENT MADE BY PARTY A OR ANY OTHER ISSUER OF CREDIT SUPPORT UNDER ANY CREDIT
SUPPORT TO ANY PERSON PURPORTING TO BE A TRUSTEE IN BANKRUPTCY,
DEBTOR-IN-POSSESSION, ASSIGNEE