THE AMOUNT TO
BE PAID AS A RESULT OF SUCH DEMAND OR DRAWING AND THE RESPECTIVE PAYMENT DATE.
IF AT ANY TIME THE ISSUING BANK SHALL MAKE A PAYMENT TO A BENEFICIARY OF A
LETTER OF CREDIT PURSUANT TO A DRAWING UNDER SUCH LETTER OF CREDIT, EACH LENDER
WILL PAY TO THE ISSUING BANK, IMMEDIATELY UPON THE ISSUING BANK'S DEMAND AT ANY
TIME COMMENCING AFTER SUCH PAYMENT UNTIL REIMBURSEMENT THEREFOR IN FULL BY
F.Y.I., AN AMOUNT EQUAL TO SUCH LENDER'S COMMITMENT PERCENTAGE OF SUCH PAYMENT,
TOGETHER WITH INTEREST ON SUCH AMOUNT FOR EACH DAY FROM THE DATE OF SUCH PAYMENT
TO THE DATE OF PAYMENT BY SUCH LENDER OF SUCH AMOUNT AT A RATE OF INTEREST PER
ANNUM EQUAL TO THE FEDERAL FUNDS RATE.
(E)
F.Y.I. SHALL BE IRREVOCABLY AND UNCONDITIONALLY OBLIGATED TO
IMMEDIATELY REIMBURSE THE ISSUING BANK FOR ANY AMOUNTS PAID BY THE ISSUING BANK
UPON ANY DRAWING UNDER ANY LETTER OF CREDIT ISSUED PURSUANT TO THE COMMITMENTS,
WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER FORMALITIES OF ANY KIND. THE
ISSUING BANK WILL PAY TO EACH LENDER SUCH LENDER'S COMMITMENT PERCENTAGE OF ALL
AMOUNTS RECEIVED FROM OR ON BEHALF OF F.Y.I. FOR APPLICATION IN PAYMENT, IN
WHOLE OR IN PART, OF THE REIMBURSEMENT OBLIGATION IN RESPECT OF ANY LETTER OF
CREDIT, BUT ONLY TO THE EXTENT SUCH LENDER HAS MADE PAYMENT TO THE ISSUING BANK
IN RESPECT OF SUCH LETTER OF CREDIT PURSUANT TO SUBSECTION (D) ABOVE.
OUTSTANDING REIMBURSEMENT OBLIGATIONS SHALL BEAR INTEREST AT THE DEFAULT RATE
AND SUCH INTEREST SHALL BE PAYABLE ON DEMAND.
(F)
THE REIMBURSEMENT OBLIGATIONS OF F.Y.I. UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND
SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS UNDER ALL CIRCUMSTANCES WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, THE FOLLOWING CIRCUMSTANCES.
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LETTER OF CREDIT OR
ANY OTHER LOAN DOCUMENT;
(II)
ANY AMENDMENT OR WAIVER OF OR ANY CONSENT TO DEPARTURE FROM ANY
LOAN DOCUMENT;
(III)
THE EXISTENCE OF ANY CLAIM, SETOFF, COUNTERCLAIM, DEFENSE OR
OTHER RIGHT WHICH ANY LOAN PARTY OR OTHER PERSON MAY HAVE AT ANY TIME AGAINST
ANY BENEFICIARY OF ANY LETTER OF CREDIT, THE ADMINISTRATIVE AGENT, THE ISSUING
BANK, THE LENDERS OR ANY OTHER PERSON, WHETHER, IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY UNRELATED TRANSACTION;
(IV)
ANY STATEMENT, 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
WHATSOEVER, PROVIDED, THAT THE FAILURE OF THE ISSUING BANK TO DISCOVER SUCH
FORGERY, FRAUD, INVALIDITY OR INSUFFICIENCY SHALL NOT HAVE CONSTITUTED GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT BY THE ISSUING BANK;
(V)
PAYMENT BY THE ISSUING BANK UNDER ANY LETTER OF CREDIT AGAINST
PRESENTATION OF A DRAFT OR OTHER DOCUMENT THAT DOES NOT COMPLY WITH THE TERMS OF
SUCH LETTER OF CREDIT, PROVIDED, THAT SUCH PAYMENT SHALL NOT HAVE CONSTITUTED
GROSS NEGLIGENCE