IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH LETTER OF CREDIT.
THE
OBLIGOR IRREVOCABLY AUTHORIZES EACH LENDER TO COMPLY WITH ANY DEMAND UNDER A
LETTER OF CREDIT WHICH APPEARS ON ITS FACE TO BE IN ORDER.
2.4
PARTICIPATIONS
EACH LENDER SHALL PARTICIPATE IN EACH LETTER OF CREDIT (OR AN AMENDMENT TO A
LETTER OF CREDIT INCREASING OR DECREASING THE AMOUNT THEREOF) ISSUED PURSUANT TO
THIS CLAUSE 2 IN AN AMOUNT EQUAL TO ITS RATABLE SHARE OF THE FACE AMOUNT OF SUCH
LETTER OF CREDIT. THE OBLIGOR HEREBY AGREES TO EACH SUCH PARTICIPATION. EACH
LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO ACQUIRE PARTICIPATIONS
PURSUANT TO THIS PARAGRAPH IN RESPECT OF LETTERS OF CREDIT IS ABSOLUTE AND
UNCONDITIONAL AND, SO LONG AS EACH LETTER OF CREDIT IS ISSUED, AMENDED, RENEWED
OR EXTENDED IN ACCORDANCE WITH THIS AGREEMENT, SHALL NOT BE AFFECTED BY ANY
CIRCUMSTANCE WHATSOEVER, INCLUDING ANY SUCH AMENDMENT, RENEWAL OR EXTENSION OF
ANY LETTER OF CREDIT OR THE OCCURRENCE AND CONTINUANCE OF A DEFAULT, AND THAT
EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR
REDUCTION WHATSOEVER. THE OBLIGATIONS OF EACH LENDER ARE SEVERAL AND THE FAILURE
BY A LENDER TO PERFORM ITS OBLIGATIONS HEREUNDER SHALL NOT AFFECT THE
OBLIGATIONS OF THE OBLIGOR TOWARDS ANY OTHER PARTY HERETO NOR SHALL ANY OTHER
PARTY BE LIABLE FOR THE FAILURE BY SUCH LENDER TO PERFORM ITS OBLIGATIONS
HEREUNDER.
2.5
UNCONDITIONAL OBLIGATIONS OF THE OBLIGOR
2.5.1
THE OBLIGOR AGREES WITH THE AGENT AND EACH LENDER THAT THE FOLLOWING
PROVISIONS SHALL APPLY WITH RESPECT TO EACH LETTER OF CREDIT ISSUED AT THE
REQUEST OF THE OBLIGOR:
(A)
EXCEPT AS OTHERWISE EXPRESSLY STATED IN ANY LETTER OF CREDIT, BUT
WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR ANY LETTER OF CREDIT, THERE
MAY BE ACCEPTED OR HONORED AS COMPLYING WITH SUCH LETTER OF CREDIT ANY DOCUMENTS
OF ANY CHARACTER THAT COMPLY WITH THE PROVISIONS AND INTERPRETATIONS CONTAINED
IN THE ISP.
(B)
THE AGENT, THE SECURITY AGENT, ANY LENDER OR ANY OF THEIR RESPECTIVE
CORRESPONDENTS OR AGENTS SHALL NOT BE RESPONSIBLE FOR: (I) THE TRUTH OR ACCURACY
OF ANY STATEMENT CONTAINED IN ANY DOCUMENT RECEIVED UNDER THE LETTERS OF CREDIT;
(II) THE VALIDITY, SUFFICIENCY OR GENUINENESS OF ANY SUCH DOCUMENT BELIEVED BY
THE AGENT OR A LENDER IN GOOD FAITH AND IN THE
17
EXERCISE OF ORDINARY CARE TO BE VALID, EVEN IF WHOLLY FRAUDULENT OR FORGED;
(III) ANY BREACH OF CONTRACT BETWEEN THE OBLIGOR OR ANY OTHER PERSON AND THE
BENEFICIARY OF ANY LETTER OF CREDIT; (IV) INTERRUPTIONS OR DELAYS IN THE
TRANSMISSION OR DELIVERY OF MESSAGES, BY MAIL, COURIER SERVICE OR ELECTRONIC
MEANS, WHETHER IN CIPHER OR NOT; (V) ANY ERRORS OR OMISSIONS IN THE TRANSLATION
OF ANY DOCUMENT; (VI) FAILURE OR DELAY IN GIVING ANY NOTICE OR IN COMPLYING WITH
ANY OTHER FORMALITY; (VII) DELAY IN ARRIVAL OR FAILURE TO ARRIVE OF ANY PROPERTY
OR REQUIRED INSTRUMENT OR DOCUMENT; (VIII) FAILURE OF ANY DOCUMENT TO BEAR
ADEQUATE REFERENCE TO A LETTER OF CREDIT, OR FAILURE OF ANY PERSON