A RESULT OF SUCH PAYMENT BY THE
BORROWER.
IN THE EVENT THAT NO REFUND OR CREDIT IS OBTAINED WITH RESPECT TO THE
BORROWER'S PAYMENTS TO SUCH LENDER PURSUANT TO THIS SECTION 2.17, THEN SUCH
LENDER SHALL UPON REQUEST PROVIDE A CERTIFICATION THAT SUCH LENDER HAS NOT
RECEIVED A REFUND OR CREDIT FOR SUCH PAYMENTS.
NOTHING CONTAINED IN THIS
SECTION 2.17 SHALL REQUIRE A LENDER TO DISCLOSE OR DETAIL THE BASIS OF ITS
CALCULATION OF THE AMOUNT OF ANY TAX BENEFIT OR ANY OTHER AMOUNT OR THE BASIS OF
ITS DETERMINATION REFERRED TO IN THE PROVISO TO THE FIRST SENTENCE OF THIS
SECTION 2.17 TO THE BORROWER OR ANY OTHER PARTY.
(E)
THE AGREEMENTS IN THIS SECTION 2.17 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT AND THE PAYMENT OF THE NOTES AND ALL OTHER AMOUNTS PAYABLE
HEREUNDER.
SECTION 2.18
INDEMNIFICATION; NATURE OF ISSUING
LENDER'S DUTIES.
(A)
IN ADDITION TO ITS OTHER OBLIGATIONS UNDER SECTION 2.3, THE
BORROWER HEREBY AGREES TO PROTECT, INDEMNIFY, PAY AND SAVE THE ISSUING LENDER
HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES,
LOSSES, COSTS, CHARGES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) THAT
THE ISSUING LENDER MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR
INDIRECT, OF (I) THE ISSUANCE OF ANY LETTER OF CREDIT OR (II) THE FAILURE OF THE
ISSUING LENDER TO HONOR A DRAWING UNDER A LETTER OF CREDIT AS A RESULT OF ANY
ACT OR OMISSION, WHETHER RIGHTFUL OR WRONGFUL, OF ANY PRESENT OR FUTURE DE JURE
OR DE FACTO GOVERNMENT OR GOVERNMENTAL AUTHORITY (ALL SUCH ACTS OR OMISSIONS,
HEREIN CALLED "GOVERNMENT ACTS").
41
(B)
AS BETWEEN THE BORROWER AND THE ISSUING LENDER, THE BORROWER SHALL
ASSUME ALL RISKS OF THE ACTS, OMISSIONS OR MISUSE OF ANY LETTER OF CREDIT BY THE
BENEFICIARY THEREOF.
THE ISSUING LENDER SHALL NOT BE RESPONSIBLE:
(I) FOR THE
FORM, VALIDITY, SUFFICIENCY, ACCURACY, GENUINENESS OR LEGAL EFFECT OF ANY
DOCUMENT SUBMITTED BY ANY PARTY IN CONNECTION WITH THE APPLICATION FOR AND
ISSUANCE OF ANY LETTER OF CREDIT, EVEN IF IT SHOULD IN FACT PROVE TO BE IN ANY
OR ALL RESPECTS INVALID, INSUFFICIENT, INACCURATE, FRAUDULENT OR FORGED; (II)
FOR THE VALIDITY OR SUFFICIENCY OF ANY INSTRUMENT TRANSFERRING OR ASSIGNING OR
PURPORTING TO TRANSFER OR ASSIGN ANY LETTER OF CREDIT OR THE RIGHTS OR BENEFITS
THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART, THAT MAY PROVE TO BE
INVALID OR INEFFECTIVE FOR ANY REASON; (III) FOR FAILURE OF THE BENEFICIARY OF A
LETTER OF CREDIT TO COMPLY FULLY WITH CONDITIONS REQUIRED IN ORDER TO DRAW UPON
A LETTER OF CREDIT; (IV) FOR ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS IN
TRANSMISSION OR DELIVERY OF ANY MESSAGES, BY MAIL, CABLE, TELEGRAPH, TELEX OR
OTHERWISE, WHETHER OR NOT THEY BE IN CIPHER; (V) FOR ERRORS IN INTERPRETATION OF
TECHNICAL TERMS; (VI) FOR ANY LOSS OR DELAY IN THE TRANSMISSION OR OTHERWISE OF
ANY DOCUMENT REQUIRED IN ORDER TO MAKE A DRAWING UNDER A LETTER OF CREDIT OR OF
THE PROCEEDS THEREOF; AND (VII) FOR ANY CONSEQUENCES ARISING