EXTENT THE LENDERS HAVE MADE PAYMENTS
PURSUANT TO THIS SECTION TO REIMBURSE THE APPLICABLE ISSUING BANK, THEN TO SUCH
LENDERS AND TO THE APPLICABLE ISSUING BANK AS THEIR
27
INTERESTS MAY APPEAR.
ANY PAYMENT MADE BY A LENDER PURSUANT TO THIS SECTION TO
REIMBURSE THE APPLICABLE ISSUING BANK (OTHER THAN THE FUNDING OF A REVOLVING
CREDIT LOAN AS CONTEMPLATED ABOVE) SHALL NOT CONSTITUTE A LOAN AND SHALL NOT
RELIEVE THE BORROWERS OF THEIR OBLIGATION TO REIMBURSE THE APPLICABLE ISSUING
BANK.
2.4.7
SUBROGATION.
UPON ANY PAYMENT BY THE APPLICABLE ISSUING BANK UNDER
ANY LETTER OF CREDIT AND UNTIL THE REIMBURSEMENT OF SUCH ISSUING BANK BY THE
BORROWERS WITH RESPECT TO SUCH PAYMENT, SUCH ISSUING BANK WILL BE ENTITLED TO BE
SUBROGATED TO, AND TO ACQUIRE AND RETAIN, THE RIGHTS WHICH THE PERSON TO WHOM
SUCH PAYMENT IS MADE MAY HAVE AGAINST THE BORROWERS, ALL FOR THE BENEFIT OF THE
LENDERS.
THE BORROWERS WILL TAKE SUCH ACTION AS THE APPLICABLE ISSUING BANK MAY
REASONABLY REQUEST, INCLUDING REQUIRING THE BENEFICIARY OF ANY LETTER OF CREDIT
TO EXECUTE SUCH DOCUMENTS AS THE APPLICABLE ISSUING BANK MAY REASONABLY REQUEST,
TO ASSURE AND CONFIRM TO SUCH ISSUING BANK SUCH SUBROGATION AND SUCH RIGHTS,
INCLUDING THE RIGHTS, IF ANY, OF THE BENEFICIARY TO WHOM SUCH PAYMENT IS MADE IN
ACCOUNTS RECEIVABLE, INVENTORY AND OTHER PROPERTIES AND ASSETS OF ANY OBLIGOR.
2.4.8
MODIFICATION, CONSENT, ETC.
IF THE BORROWERS REQUEST OR CONSENT IN
WRITING TO ANY MODIFICATION OR EXTENSION OF ANY LETTER OF CREDIT, OR WAIVE ANY
FAILURE OF ANY DRAFT, CERTIFICATE OR OTHER DOCUMENT TO COMPLY WITH THE TERMS OF
SUCH LETTER OF CREDIT, AND IF THE APPLICABLE ISSUING BANK CONSENTS THERETO, SUCH
ISSUING BANK WILL BE ENTITLED TO RELY ON SUCH REQUEST, CONSENT OR WAIVER.
THIS
AGREEMENT WILL BE BINDING UPON THE BORROWERS WITH RESPECT TO SUCH LETTER OF
CREDIT AS SO MODIFIED OR EXTENDED, AND WITH RESPECT TO ANY ACTION TAKEN OR
OMITTED BY THE AGENT OR THE APPLICABLE ISSUING BANK PURSUANT TO ANY SUCH
REQUEST, CONSENT OR WAIVER.
2.4.9
OBLIGATIONS ABSOLUTE.
THE BORROWERS' OBLIGATIONS UNDER THIS
SECTION 2.4 SHALL BE ABSOLUTE AND UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES
AND IRRESPECTIVE OF ANY SETOFF, COUNTERCLAIM OR DEFENSE TO PAYMENT WHICH ANY
BORROWER MAY HAVE OR HAVE HAD AGAINST ANY ISSUING BANK, ANY LENDER OR ANY
BENEFICIARY OF A LETTER OF CREDIT.
THE BORROWERS FURTHER AGREE WITH THE ISSUING
BANKS AND THE LENDERS THAT THE ISSUING BANKS AND THE LENDERS SHALL NOT BE
RESPONSIBLE FOR, AND THE REIMBURSEMENT OBLIGATIONS OF THE BORROWERS UNDER ANY
LETTER OF CREDIT SHALL NOT BE AFFECTED BY, AMONG OTHER THINGS, THE VALIDITY OR
GENUINENESS OF DOCUMENTS OR OF ANY ENDORSEMENTS THEREON, EVEN IF SUCH DOCUMENTS
SHOULD IN FACT PROVE TO BE IN ANY OR ALL RESPECTS INVALID, FRAUDULENT OR FORGED,
OR ANY DISPUTE BETWEEN OR AMONG ANY BORROWER, ANY BORROWER'S AFFILIATES, THE
BENEFICIARY OF ANY LETTER OF CREDIT OR ANY FINANCING INSTITUTION OR OTHER PARTY
TO WHOM ANY LETTER OF CREDIT MAY BE TRANSFERRED OR ANY CLAIMS OR DEFENSES
WHATSOEVER OF