FairPoint Communications 2002 Annual Report Download - page 236

Letter of Credit Issuer any resulting liability.
(c) In the event that any Letter of Credit Issuer makes any
payment under any Letter of Credit and the Borrower shall not have reimbursed
such amount in full to such Letter of Credit. Issuer pursuant to Section
1A.04(a), such Letter of Credit Issuer shall promptly notify the Administrative
Agent, and the Administrative Agent shall promptly notify each Participant of
such failure, and each Participant shall promptly and unconditionally pay to the
Administrative Agent for the account of such Letter of Credit Issuer, the amount
of such Participant's Percentage of such payment in Dollars and in same day
funds; PROVIDED, HOWEVER, that no Participant shall be obligated to pay to the
Administrative Agent its Percentage of such unreimbursed amount for any wrongful
payment made by such Letter of Credit Issuer under a Letter of Credit as a
result of acts or omissions constituting willful misconduct or gross negligence
on the part of such Letter of Credit Issuer as determined by a final judgment
issued by a court of competent jurisdiction. If the Administrative Agent so
notifies any Participant required to fund an Unpaid Drawing under a Letter of
Credit prior to 1:00 P.M. (New York time) on any Business Day, such Participant
shall make available to the Administrative Agent for the account of the
respective Letter of Credit Issuer such Participant's Percentage of the amount
of such payment on such Business Day in same day funds. If and to the extent
such Participant shall not have so made its Percentage of the amount of such
Unpaid Drawing available to the Administrative Agent for the account of the
respective Letter of Credit Issuer, such Participant agrees to pay to the
Administrative Agent for the account of such Letter of Credit Issuer, forthwith
on demand, such amount, together with interest thereon, for each day from such
date until the date such amount is paid to the Administrative Agent for the
account of such Letter of Credit Issuer at the overnight Federal Funds Effective
Rate. The failure of any Participant to make available to the Administrative
Agent for the account of the respective Letter of Credit Issuer its Percentage
of any Unpaid Drawing under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to the Administrative
Agent for the account of such Letter of Credit Issuer its Percentage of any
payment under any Letter of Credit on the date required, as specified above, but
no Participant shall be responsible for the failure of any other Participant to
make available to the Administrative Agent for the account of such Letter of
Credit Issuer such other Participant's Percentage of any such payment.
(d) Whenever any Letter of Credit Issuer receives a payment of a
reimbursement obligation (including interest on Unpaid Drawings) as to which the
Administrative Agent has received for the account of such Letter of Credit
Issuer any payments from any Participant 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
Percentage thereof, in Dollars and in same day funds, an amount equal to such
Participant's Percentage of the amount of the payment of such reimbursement
obligation, including interest paid thereon to the extent 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 the respective Letter of Credit Issuer
with respect to Letters of Credit 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 Administrative Agent's gross negligence or willful misconduct
as determined by a final judgment issued by a court of competent jurisdiction)
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 the Borrower or any of its Subsidiaries may have at any time against
a beneficiary named in a Letter of Credit, any transferee of any Letter of