ANY REASONABLE INTERPRETATION MADE IN GOOD FAITH BY
AGENT, OR AN ISSUING BANK UNDER OR IN CONNECTION WITH ANY LETTER OF CREDIT
ACCOMMODATION OR ANY DOCUMENTS, DRAFTS OR ACCEPTANCES THEREUNDER,
NOTWITHSTANDING THAT SUCH INTERPRETATION MAY BE INCONSISTENT WITH ANY
INSTRUCTIONS OF ANY BORROWER OR GUARANTOR.
(I)
IMMEDIATELY UPON THE ISSUANCE OR AMENDMENT OF ANY
LETTER OF CREDIT, EACH LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY AND
UNCONDITIONALLY PURCHASED AND RECEIVED, WITHOUT RECOURSE OR WARRANTY, AN
UNDIVIDED INTEREST AND PARTICIPATION TO THE EXTENT OF SUCH LENDER'S PRO RATA
SHARE OF THE LIABILITY WITH RESPECT TO SUCH LETTER OF CREDIT AND THE OBLIGATIONS
OF BORROWERS WITH RESPECT THERETO (INCLUDING ALL LETTER OF CREDIT OBLIGATIONS
WITH RESPECT THERETO).
EACH LENDER SHALL ABSOLUTELY, UNCONDITIONALLY AND
IRREVOCABLY ASSUME, AS PRIMARY OBLIGOR AND NOT AS SURETY, AND BE OBLIGATED TO
PAY TO THE ISSUING BANK THEREFOR AND DISCHARGE WHEN DUE, ITS PRO RATA SHARE OF
ALL OF SUCH OBLIGATIONS ARISING UNDER SUCH LETTER OF CREDIT.
WITHOUT LIMITING
THE SCOPE AND NATURE OF EACH LENDER'S PARTICIPATION IN ANY LETTER OF CREDIT, TO
THE EXTENT THAT AN ISSUING BANK HAS NOT BEEN REIMBURSED OR OTHERWISE PAID AS
REQUIRED HEREUNDER OR UNDER ANY SUCH LETTER OF CREDIT, EACH SUCH LENDER SHALL
PAY TO SUCH ISSUING BANK ITS PRO RATA SHARE OF SUCH UNREIMBURSED DRAWING OR
OTHER AMOUNTS THEN DUE TO SUCH ISSUING BANK IN CONNECTION THEREWITH.
(J)
THE OBLIGATIONS OF BORROWERS TO PAY EACH LETTER OF
CREDIT OBLIGATIONS AND THE OBLIGATIONS OF LENDERS TO MAKE PAYMENTS TO AGENT FOR
THE ACCOUNT OF AN ISSUING BANK WITH RESPECT TO LETTERS OF CREDIT SHALL BE
ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE AND SHALL BE
37
PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT UNDER ANY AND
ALL CIRCUMSTANCES, WHATSOEVER, NOTWITHSTANDING THE OCCURRENCE OR CONTINUANCE OF
ANY DEFAULT, EVENT OF DEFAULT, THE FAILURE TO SATISFY ANY OTHER CONDITION SET
FORTH IN SECTION 4 OR ANY OTHER EVENT OR CIRCUMSTANCE. IF SUCH AMOUNT IS NOT
MADE AVAILABLE BY A LENDER WHEN DUE, AGENT SHALL BE ENTITLED TO RECOVER SUCH
AMOUNT ON DEMAND FROM SUCH LENDER WITH INTEREST THEREON, FOR EACH DAY FROM THE
DATE SUCH AMOUNT WAS DUE UNTIL THE DATE SUCH AMOUNT IS PAID TO AGENT AT THE
INTEREST RATE THEN PAYABLE BY ANY BORROWER IN RESPECT OF LOANS THAT ARE PRIME
RATE LOANS.
ANY SUCH REIMBURSEMENT SHALL NOT RELIEVE OR OTHERWISE IMPAIR THE
OBLIGATION OF BORROWERS TO REIMBURSE AN ISSUING BANK UNDER ANY LETTER OF CREDIT
OR MAKE ANY OTHER PAYMENT IN CONNECTION THEREWITH.
2.3
INCREASE IN MAXIMUM CREDIT.
(A)
ADMINISTRATIVE BORROWER MAY, AT ANY TIME, DELIVER A
WRITTEN REQUEST TO AGENT TO INCREASE THE MAXIMUM CREDIT.
ANY SUCH WRITTEN
REQUEST SHALL SPECIFY THE AMOUNT OF THE INCREASE IN THE MAXIMUM CREDIT THAT
BORROWERS ARE REQUESTING, PROVIDED, THAT, (I) IN NO EVENT SHALL THE AGGREGATE
AMOUNT OF ANY SUCH INCREASE IN THE MAXIMUM CREDIT CAUSE THE MAXIMUM CREDIT TO
EXCEED $600,000,000, (II)
SUCH REQUEST SHALL BE FOR AN INCREASE OF NOT LESS
THAN $10,000,000, (III)
ANY SUCH REQUEST SHALL BE