DEFAULT, AND THAT EACH SUCH PAYMENT
SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER
(PROVIDED THAT SUCH PAYMENT SHALL NOT CAUSE THE UNPAID BALANCE OF PRINCIPAL
OWING TO SUCH LENDER UNDER THE BANK FACILITIES TO EXCEED SUCH LENDER'S
SYNDICATION INTEREST IN THE CREDIT FACILITY).
EACH LENDER SHALL COMPLY WITH ITS
OBLIGATION UNDER THIS PARAGRAPH BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS,
IN THE SAME MANNER AS PROVIDED IN SECTION 2.03(A) WITH RESPECT TO BORROWINGS
MADE BY SUCH LENDER, AND AGENT BANK SHALL PROMPTLY PAY TO THE L/C ISSUER THE
AMOUNTS SO RECEIVED BY IT FROM THE LENDERS.
AGENT BANK SHALL NOTIFY BORROWER OF
ANY PARTICIPATIONS IN ANY L/C REIMBURSEMENT OBLIGATION ACQUIRED PURSUANT TO THIS
PARAGRAPH, AND THEREAFTER PAYMENTS IN RESPECT OF SUCH L/C REIMBURSEMENT
OBLIGATION SHALL BE MADE TO AGENT BANK AND NOT TO THE L/C ISSUER.
ANY AMOUNTS
RECEIVED BY THE L/C ISSUER FROM BORROWER (OR OTHER PARTY ON BEHALF OF BORROWER)
IN RESPECT OF ANY L/C REIMBURSEMENT OBLIGATION AFTER RECEIPT BY THE L/C ISSUER
OF THE PROCEEDS OF A SALE OF PARTICIPATIONS THEREIN SHALL BE PROMPTLY REMITTED
TO AGENT BANK; ANY SUCH AMOUNTS RECEIVED BY AGENT BANK SHALL BE PROMPTLY
REMITTED BY AGENT BANK TO THE LENDERS THAT SHALL HAVE MADE THEIR PAYMENTS
PURSUANT TO THIS PARAGRAPH AND TO THE L/C ISSUER, AS THEIR INTERESTS MAY
APPEAR.
THE PURCHASE OF PARTICIPATIONS IN ANY L/C REIMBURSEMENT OBLIGATION
PURSUANT TO THIS PARAGRAPH SHALL NOT RELIEVE BORROWER OF ANY DEFAULT IN THE
PAYMENT THEREOF.
(E)
EACH LENDER'S OBLIGATION TO ADVANCE BORROWINGS IN THE PROPORTIONATE
AMOUNT OF ITS SYNDICATION INTEREST IN THE CREDIT FACILITY OF ANY UNREIMBURSED
AMOUNTS OUTSTANDING UNDER ANY LETTER OF CREDIT PURSUANT HERETO IS SEVERAL, AND
NOT JOINT OR JOINT AND SEVERAL.
THE FAILURE OF ANY LENDER TO PERFORM ITS
54
OBLIGATION TO ADVANCE A BORROWING IN A PROPORTIONATE AMOUNT OF SUCH LENDER'S
SYNDICATION INTEREST OF ANY UNREIMBURSED AMOUNTS OUTSTANDING UNDER A LETTER OF
CREDIT WILL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATION HEREUNDER TO ADVANCE
SUCH BORROWING IN THE AMOUNT OF SUCH OTHER LENDER'S PROPORTIONATE SYNDICATION
INTEREST OF SUCH AMOUNT, NOR RELIEVE THE LENDER WHICH HAS FAILED TO FUND OF ITS
OBLIGATION TO FUND HEREUNDER.
THE BORROWER AGREES TO ACCEPT THE BORROWINGS FOR
PAYMENT OF LETTERS OF CREDIT AS PROVIDED HEREINABOVE, WHETHER OR NOT SUCH
BORROWINGS COULD HAVE BEEN MADE PURSUANT TO THE TERMS OF ARTICLE III B OR C, OR
ANY OTHER SECTION OF THE CREDIT AGREEMENT.
(F)
LETTERS OF CREDIT SHALL BE USED AND ISSUED FOR THE BENEFIT OF
BORROWER FOR THE GENERAL CORPORATE PURPOSES OF BORROWER RELATING TO THE
HOTEL/CASINO FACILITY.
(G)
THE OBLIGATIONS OF BORROWER UNDER THIS CREDIT AGREEMENT AND ANY L/C
AGREEMENT TO REIMBURSE L/C ISSUER FOR A DRAWING UNDER A LETTER OF CREDIT, AND TO
REPAY ANY DRAWING UNDER A LETTER OF CREDIT FUNDED BY ANY BORROWING UNDER THE
CREDIT FACILITY, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS CREDIT AGREEMENT AND EACH SUCH
OTHER L/C AGREEMENT UNDER ALL