BANK (OTHERWISE THAN BY REASON OF THE L/C BANK'S GROSS
NEGLIGENCE OR WILFUL MISCONDUCT) IN ACTING AS THE L/C BANK UNDER ANY DOCUMENTARY
CREDIT (EXCEPT TO THE EXTENT THAT THE L/C BANK HAS BEEN REIMBURSED BY AN OBLIGOR
PURSUANT TO A FINANCE DOCUMENT).
(C)
IF ANY INDEMNIFYING LENDER IS NOT PERMITTED (BY ITS CONSTITUTIONAL
DOCUMENTS OR ANY APPLICABLE LAW) TO COMPLY WITH PARAGRAPH (B) ABOVE, THEN THAT
INDEMNIFYING LENDER WILL NOT BE OBLIGED TO COMPLY WITH PARAGRAPH (B) AND SHALL
INSTEAD BE DEEMED TO HAVE TAKEN, ON THE DATE THE RELEVANT DOCUMENTARY CREDIT IS
ISSUED (OR IF LATER, ON THE DATE THAT INDEMNIFYING LENDER'S PARTICIPATION IN THE
DOCUMENTARY CREDIT IS TRANSFERRED OR ASSIGNED TO THAT INDEMNIFYING LENDER IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT), AN UNDIVIDED INTEREST AND
PARTICIPATION IN THE DOCUMENTARY CREDIT IN AN AMOUNT EQUAL TO ITS L/C PROPORTION
OF THAT DOCUMENTARY CREDIT.
ON RECEIPT OF DEMAND FROM THE FACILITY AGENT, THAT
INDEMNIFYING LENDER SHALL PAY TO THE FACILITY AGENT (FOR THE ACCOUNT OF THE L/C
BANK) AN AMOUNT EQUAL TO ITS L/C PROPORTION OF THE AMOUNT DEMANDED UNDER
PARAGRAPH (B) ABOVE.
(D)
THE RELEVANT BORROWER SHALL WITHIN 3 BUSINESS DAYS OF DEMAND
REIMBURSE ANY INDEMNIFYING LENDER FOR ANY PAYMENT IT MAKES TO THE L/C BANK UNDER
THIS CLAUSE 5.6 IN RESPECT OF THAT DOCUMENTARY CREDIT UNLESS AN OBLIGOR HAS
ALREADY REIMBURSED THE L/C BANK IN RESPECT OF THAT PAYMENT.
(E)
THE OBLIGATIONS OF EACH INDEMNIFYING LENDER UNDER THIS CLAUSE 5.6
ARE CONTINUING OBLIGATIONS AND WILL EXTEND TO THE ULTIMATE BALANCE OF SUMS
PAYABLE BY THAT INDEMNIFYING LENDER IN RESPECT OF ANY DOCUMENTARY CREDIT,
REGARDLESS OF ANY INTERMEDIATE PAYMENT OR DISCHARGE IN WHOLE OR IN PART.
(F)
THE OBLIGATIONS OF ANY INDEMNIFYING LENDER UNDER THIS CLAUSE 5.6
WILL NOT BE AFFECTED BY ANY ACT, OMISSION, MATTER OR THING WHICH, BUT FOR THIS
CLAUSE 5.6 WOULD REDUCE, RELEASE OR PREJUDICE ANY OF ITS OBLIGATIONS UNDER THIS
CLAUSE 5.6 (WITHOUT LIMITATION AND WHETHER OR NOT KNOWN TO IT OR ANY OTHER
PERSON) INCLUDING:
(I)
ANY TIME, WAIVER OR CONSENT GRANTED TO, OR COMPOSITION WITH, ANY
OBLIGOR, ANY BENEFICIARY UNDER A DOCUMENTARY CREDIT OR ANY OTHER PERSON;
(II)
THE RELEASE OF ANY OBLIGOR OR ANY OTHER PERSON UNDER THE TERMS OF
ANY COMPOSITION OR ARRANGEMENT WITH ANY CREDITOR OF ANY MEMBER OF THE GROUP;
(III)
THE TAKING, VARIATION, COMPROMISE, EXCHANGE, RENEWAL OR RELEASE
OF, OR REFUSAL OR NEGLECT TO PERFECT, TAKE UP OR ENFORCE, ANY RIGHTS AGAINST, OR
SECURITY OVER ASSETS OF, ANY OBLIGOR, ANY BENEFICIARY UNDER A DOCUMENTARY CREDIT
OR ANY OTHER PERSON OR ANY NON-PRESENTATION OR NON-OBSERVANCE OF ANY FORMALITY
OR OTHER REQUIREMENT IN RESPECT OF ANY INSTRUMENT OR ANY FAILURE TO REALISE THE
FULL VALUE OF ANY SECURITY;
(IV)
ANY INCAPACITY OR LACK OF POWER, AUTHORITY OR LEGAL PERSONALITY OF
OR DISSOLUTION OR CHANGE IN THE MEMBERS OR STATUS OF AN OBLIGOR, ANY BENEFICIARY
UNDER A DOCUMENTARY CREDIT OR ANY OTHER PERSON;
(V)
ANY AMENDMENT OR RESTATEMENT (HOWEVER FUNDAMENTAL) OR REPLACEMENT
OF A FINANCE DOCUMENT, ANY DOCUMENTARY