RESPONSIBLE FOR THE FAILURE OF ANY
OTHER PARTICIPANT TO SO PAY TO THE ADMINISTRATIVE AGENT SUCH OTHER PARTICIPANT'S
ADJUSTED RF PERCENTAGE OF ANY SUCH PAYMENT.
(D)
WHENEVER ANY LETTER OF CREDIT ISSUER
RECEIVES A PAYMENT OF A REIMBURSEMENT OBLIGATION (OR INTEREST THEREON) AS TO
WHICH THE ADMINISTRATIVE AGENT HAS RECEIVED FOR THE ACCOUNT OF SUCH LETTER OF
CREDIT ISSUER ANY PAYMENTS FROM THE PARTICIPANTS PURSUANT TO CLAUSE (C) ABOVE,
SUCH LETTER OF CREDIT ISSUER SHALL PAY TO THE ADMINISTRATIVE AGENT AND THE
ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO EACH PARTICIPANT WHICH HAS PAID ITS
ADJUSTED RF PERCENTAGE THEREOF, IN DOLLARS AND IN SAME DAY FUNDS, AN AMOUNT
EQUAL TO SUCH PARTICIPANT'S ADJUSTED RF PERCENTAGE OF THE PRINCIPAL AMOUNT
THEREOF AND INTEREST THEREON ACCRUING AFTER THE PURCHASE OF THE RESPECTIVE
PARTICIPATIONS.
(E)
THE OBLIGATIONS OF THE PARTICIPANTS TO MAKE
PAYMENTS TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LETTER OF CREDIT
ISSUER WITH RESPECT TO LETTERS OF CREDIT ISSUED BY SUCH LETTER OF CREDIT ISSUER
SHALL BE IRREVOCABLE AND NOT SUBJECT TO COUNTERCLAIM, SET-OFF OR OTHER DEFENSE
OR ANY OTHER QUALIFICATION OR EXCEPTION WHATSOEVER (PROVIDED THAT NO PARTICIPANT
SHALL BE REQUIRED TO MAKE PAYMENTS RESULTING FROM THE RESPECTIVE LETTER OF
CREDIT
20
ISSUER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) AND SHALL BE MADE IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT UNDER ALL CIRCUMSTANCES,
INCLUDING, WITHOUT LIMITATION, ANY OF THE FOLLOWING CIRCUMSTANCES:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS;
(II)
THE EXISTENCE OF ANY CLAIM, SET-OFF,
DEFENSE OR OTHER RIGHT WHICH ANY CREDIT PARTY OR ANY OF THEIR SUBSIDIARIES MAY
HAVE AT ANY TIME AGAINST A BENEFICIARY NAMED IN A LETTER OF CREDIT, ANY
TRANSFEREE OF ANY LETTER OF CREDIT (OR ANY PERSON FOR WHOM ANY SUCH TRANSFEREE
MAY BE ACTING), THE ADMINISTRATIVE AGENT, ANY JOINT LEAD ARRANGER, ANY LETTER OF
CREDIT ISSUER, ANY LENDER OR OTHER PERSON, WHETHER IN CONNECTION WITH THIS
AGREEMENT, ANY LETTER OF CREDIT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY
UNRELATED TRANSACTIONS (INCLUDING ANY UNDERLYING TRANSACTION BETWEEN THE
BORROWER AND THE BENEFICIARY NAMED IN ANY SUCH LETTER OF CREDIT);
(III)
ANY DRAFT, 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;
(IV)
THE SURRENDER OR IMPAIRMENT OF ANY SECURITY
FOR THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS OF ANY OF THE CREDIT
DOCUMENTS; OR
(V)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT.
(F)
TO THE EXTENT THE RESPECTIVE LETTER OF
CREDIT ISSUER IS NOT INDEMNIFIED BY THE BORROWER, THE PARTICIPANTS WILL
REIMBURSE AND INDEMNIFY SUCH LETTER OF CREDIT ISSUER, IN PROPORTION TO THEIR
RESPECTIVE RF PERCENTAGES, FOR AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, CLAIMS, ACTIONS, JUDGMENTS, COSTS, EXPENSES OR
DISBURSEMENTS OF WHATSOEVER KIND OR NATURE WHICH MAY BE IMPOSED ON, ASSERTED
AGAINST OR INCURRED BY SUCH LETTER OF CREDIT ISSUER IN PERFORMING ITS