CONNECTION WITH THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER RELATED OR UNRELATED AGREEMENTS
OR TRANSACTIONS; (D) ANY DRAFT OR OTHER DOCUMENT PRESENTED UNDER ANY 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; (E) PAYMENT
UNDER ANY LETTER OF CREDIT AGAINST PRESENTATION OF A DRAFT OR OTHER DOCUMENT
THAT DOES NOT SUBSTANTIALLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT; OR
(F) ANY OTHER ACT OR OMISSION TO ACT OR DELAY OF ANY KIND OF ANY L/C ISSUER,
AGENT, ANY LENDER OR ANY OTHER PERSON OR ANY OTHER EVENT OR CIRCUMSTANCE
WHATSOEVER THAT MIGHT, BUT FOR THE PROVISIONS OF THIS SUBSECTION 2.1(H)(5),
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF BORROWER'S OBLIGATIONS HEREUNDER.
11
(6)
OBLIGATIONS OF L/C ISSUERS.
EACH L/C
ISSUER (OTHER THAN GE CAPITAL) HEREBY AGREES THAT IT WILL NOT ISSUE A LETTER OF
CREDIT HEREUNDER UNTIL IT HAS PROVIDED AGENT WITH WRITTEN NOTICE SPECIFYING THE
AMOUNT AND INTENDED ISSUANCE DATE OF SUCH LETTER OF CREDIT AND AGENT HAS
RETURNED A WRITTEN ACKNOWLEDGMENT OF SUCH NOTICE TO L/C ISSUER.
EACH L/C ISSUER
(OTHER THAN GE CAPITAL) FURTHER AGREES TO PROVIDE TO AGENT:
(A) A COPY OF EACH
LETTER OF CREDIT ISSUED BY SUCH L/C ISSUER PROMPTLY AFTER ITS ISSUANCE; (B) A
WEEKLY REPORT SUMMARIZING AVAILABLE AMOUNTS UNDER LETTERS OF CREDIT ISSUED BY
SUCH L/C ISSUER, THE DATES AND AMOUNTS OF ANY DRAWS UNDER SUCH LETTERS OF
CREDIT, THE EFFECTIVE DATE OF ANY INCREASE OR DECREASE IN THE FACE AMOUNT OF ANY
LETTERS OF CREDIT DURING SUCH WEEK AND THE AMOUNT OF ANY UNREIMBURSED DRAWS
UNDER SUCH LETTERS OF CREDIT; AND (C) SUCH ADDITIONAL INFORMATION REASONABLY
REQUESTED BY AGENT FROM TIME TO TIME WITH RESPECT TO THE LETTERS OF CREDIT
ISSUED BY SUCH L/C ISSUER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT
IS EXPRESSLY UNDERSTOOD AND AGREED BY BORROWER THAT THE ABSOLUTE AND
UNCONDITIONAL OBLIGATION OF BORROWER TO AGENT AND LENDERS HEREUNDER TO REIMBURSE
PAYMENTS MADE UNDER A LETTER OF CREDIT WILL NOT BE EXCUSED BY THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE L/C ISSUER.
HOWEVER, THE FOREGOING
SHALL NOT BE CONSTRUED TO EXCUSE AN L/C ISSUER FROM LIABILITY TO BORROWER TO THE
EXTENT OF ANY DIRECT DAMAGES (AS OPPOSED TO CONSEQUENTIAL DAMAGES, WITH BORROWER
HEREBY WAIVING ALL CLAIMS FOR ANY CONSEQUENTIAL DAMAGES TO THE EXTENT PERMITTED
BY APPLICABLE LAW) SUFFERED BY BORROWER THAT ARE SUBJECT TO INDEMNIFICATION
UNDER THE MASTER STANDBY AGREEMENT OR THE MASTER DOCUMENTARY AGREEMENT.
(I)
Availability of a Lender's Pro Rata
Share.
(1)
LENDER'S AMOUNTS AVAILABLE ON A FUNDING
DATE.
UNLESS AGENT RECEIVES WRITTEN NOTICE FROM A LENDER ON OR PRIOR TO ANY
FUNDING DATE THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO AGENT AS AND WHEN
REQUIRED SUCH LENDER'S PRO RATA SHARE OF ANY REQUESTED LOAN OR ADVANCE, AGENT
MAY ASSUME THAT EACH LENDER WILL MAKE SUCH AMOUNT AVAILABLE TO AGENT IN
IMMEDIATELY AVAILABLE FUNDS ON THE FUNDING DATE AND AGENT MAY (BUT