ADMINISTRATIVE AGENT AND APPLY IN ALL
RESPECTS TO THE ADMINISTRATIVE AGENT AND SHALL BE IN ADDITION TO ANY RIGHTS,
REMEDIES, DUTIES OR OBLIGATIONS CONTAINED HEREIN.
(X)
THE OBLIGATIONS OF EACH BORROWER UNDER THIS AGREEMENT AND ANY
LETTER OF CREDIT DOCUMENT TO REIMBURSE THE ADMINISTRATIVE AGENT OR ANY L/C
PARTICIPANT FOR A PAYMENT MADE BY THE ADMINISTRATIVE AGENT OR AN L/C PARTICIPANT
TO THE ISSUER OF A LETTER OF CREDIT OR OTHERWISE CONSTITUTING A REIMBURSEMENT
OBLIGATION, AND TO REPAY ANY REVOLVING CREDIT LOAN MADE IN RESPECT THEREOF,
SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID STRICTLY IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT AND EACH SUCH OTHER LETTER OF CREDIT DOCUMENT
UNDER ALL CIRCUMSTANCES, INCLUDING THE FOLLOWING: (I) ANY LACK OF VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR ANY LETTER OF CREDIT DOCUMENT; (II) THE
EXISTENCE OF ANY CLAIM, SETOFF, DEFENSE OR OTHER RIGHT THAT SUCH BORROWER MAY
HAVE AT ANY TIME AGAINST ANY ISSUER, BENEFICIARY, OR ANY TRANSFEREE OF THE
LETTER OF CREDIT (OR ANY PERSON FOR WHOM ANY SUCH ISSUER, BENEFICIARY OR ANY
SUCH TRANSFEREE MAY BE ACTING), THE ADMINISTRATIVE AGENT OR ANY OTHER PERSON,
WHETHER IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY
OR BY THE LETTER OF CREDIT DOCUMENTS OR ANY UNRELATED TRANSACTION; (III) ANY
DRAFT, DEMAND, CERTIFICATE OR 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, OR ANY LOSS
OR DELAY IN THE TRANSMISSION OR OTHERWISE OF ANY DOCUMENT REQUIRED IN ORDER TO
MAKE A DRAWING UNDER THE LETTER OF CREDIT, OR ANY DEFENSE BASED UPON THE FAILURE
OF ANY DRAWING UNDER THE LETTER OF CREDIT TO CONFORM TO THE TERMS OF THE LETTER
OF CREDIT OR ANY NON-APPLICATION OR MISAPPLICATION BY THE BENEFICIARY OF THE
PROCEEDS OF SUCH DRAWING; OR (IV) ANY OTHER CIRCUMSTANCE OR HAPPENING
WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING, INCLUDING ANY OTHER
CIRCUMSTANCE THAT MIGHT OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A
DISCHARGE OF, THE BORROWERS. TO THE EXTENT THAT ANY PROVISION OF ANY LETTER OF
CREDIT DOCUMENT IS INCONSISTENT WITH THE PROVISIONS OF THIS SECTION 4, THE
PROVISIONS OF THIS SECTION 4 SHALL CONTROL.
L/C PARTICIPATIONS.
EACH L/C PARTICIPANT IRREVOCABLY AGREES TO ACCEPT AND PURCHASE AND HEREBY
ACCEPTS AND PURCHASES FROM THE ISSUING BANK, ON THE TERMS AND CONDITIONS
HEREINAFTER STATED, FOR SUCH L/C PARTICIPANT'S OWN ACCOUNT AND RISK, AN
UNDIVIDED INTEREST EQUAL TO SUCH L/C PARTICIPANT'S REVOLVING CREDIT COMMITMENT
PERCENTAGE IN THE ISSUING BANK'S OBLIGATIONS AND RIGHTS UNDER EACH LETTER OF
CREDIT ISSUED HEREUNDER AND THE AMOUNT OF EACH DRAFT PAID BY THE ISSUING BANK
THEREUNDER. EACH L/C PARTICIPANT UNCONDITIONALLY AND IRREVOCABLY AGREES THAT, IF
A DRAFT IS PAID
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UNDER ANY LETTER OF CREDIT FOR WHICH THE ISSUING BANK IS NOT REIMBURSED IN FULL
BY THE BORROWER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SUCH L/C
PARTICIPANT SHALL PAY TO THE ADMINISTRATIVE AGENT FOR FORWARDING TO THE