Issues.
(A)
NOTICE OF LETTER OF CREDIT BALANCE.
ON
EACH SETTLEMENT DATE THE AGENT SHALL NOTIFY EACH LENDER OF THE ISSUANCE OF ALL
LETTERS OF CREDIT SINCE THE PRIOR SETTLEMENT DATE.
(B)
PARTICIPATIONS IN LETTERS OF CREDIT.
(I)
PURCHASE OF PARTICIPATIONS.
IMMEDIATELY
UPON ISSUANCE OF ANY LETTER OF CREDIT IN ACCORDANCE WITH SECTION 1.4(D), EACH
REVOLVING CREDIT LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY AND UNCONDITIONALLY
PURCHASED AND RECEIVED WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND
PARTICIPATION EQUAL TO SUCH LENDER'S PRO RATA SHARE OF THE FACE AMOUNT OF SUCH
LETTER OF CREDIT OR THE CREDIT SUPPORT PROVIDED THROUGH THE AGENT TO THE LETTER
OF CREDIT ISSUER, IF NOT THE BANK, IN CONNECTION WITH THE ISSUANCE OF SUCH
LETTER OF CREDIT (INCLUDING ALL OBLIGATIONS OF THE BORROWERS WITH RESPECT
THERETO, AND ANY SECURITY THEREFOR OR GUARANTY PERTAINING THERETO).
(II)
SHARING OF REIMBURSEMENT OBLIGATION
PAYMENTS.
WHENEVER THE AGENT RECEIVES A PAYMENT FROM ANY BORROWER ON ACCOUNT OF
REIMBURSEMENT OBLIGATIONS IN RESPECT OF A LETTER OF CREDIT OR CREDIT SUPPORT AS
TO WHICH THE AGENT HAS PREVIOUSLY RECEIVED FOR THE ACCOUNT OF THE LETTER OF
CREDIT ISSUER THEREOF PAYMENT FROM A REVOLVING CREDIT LENDER, THE AGENT SHALL
PROMPTLY PAY TO SUCH REVOLVING CREDIT LENDER SUCH REVOLVING CREDIT LENDER'S PRO
RATA SHARE OF SUCH PAYMENT FROM SUCH BORROWER.
EACH SUCH PAYMENT SHALL BE MADE
BY THE AGENT ON THE NEXT SETTLEMENT DATE.
(III)
DOCUMENTATION.
UPON THE REQUEST OF ANY
REVOLVING CREDIT LENDER, THE AGENT SHALL FURNISH TO SUCH REVOLVING CREDIT LENDER
COPIES OF ANY LETTER OF CREDIT, CREDIT SUPPORT FOR ANY LETTER OF CREDIT,
REIMBURSEMENT AGREEMENTS EXECUTED IN CONNECTION THEREWITH, APPLICATIONS FOR ANY
LETTER OF CREDIT, AND SUCH OTHER DOCUMENTATION AS MAY REASONABLY BE REQUESTED BY
SUCH REVOLVING CREDIT LENDER.
(IV)
OBLIGATIONS IRREVOCABLE.
THE OBLIGATIONS OF
EACH REVOLVING CREDIT LENDER TO MAKE PAYMENTS TO THE AGENT WITH RESPECT TO ANY
LETTER OF CREDIT OR WITH RESPECT TO THEIR PARTICIPATION THEREIN OR WITH RESPECT
TO ANY CREDIT SUPPORT FOR ANY LETTER OF CREDIT OR WITH RESPECT TO THE REVOLVING
LOANS MADE AS A RESULT OF A DRAWING UNDER A LETTER OF CREDIT AND THE OBLIGATIONS
OF THE BORROWER FOR WHOSE ACCOUNT THE LETTER OF CREDIT OR CREDIT SUPPORT WAS
ISSUED TO MAKE PAYMENTS TO THE AGENT, FOR THE ACCOUNT OF THE REVOLVING CREDIT
LENDERS, SHALL BE IRREVOCABLE AND SHALL NOT BE SUBJECT TO ANY QUALIFICATION OR
EXCEPTION WHATSOEVER, INCLUDING ANY OF THE FOLLOWING CIRCUMSTANCES:
91
(1)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
(2)
THE EXISTENCE OF ANY CLAIM, SETOFF, DEFENSE
OR OTHER RIGHT WHICH ANY BORROWER MAY HAVE AT ANY TIME AGAINST A BENEFICIARY
NAMED IN A LETTER OF CREDIT OR ANY TRANSFEREE OF ANY LETTER OF CREDIT (OR ANY
PERSON FOR WHOM ANY SUCH TRANSFEREE MAY BE ACTING), ANY REVOLVING CREDIT LENDER,
THE AGENT, THE ISSUER OF SUCH LETTER OF CREDIT, OR ANY OTHER PERSON, WHETHER IN
CONNECTION WITH THIS AGREEMENT, ANY LETTER OF CREDIT, THE TRANSACTIONS
CONTEMPLATED HEREIN OR ANY