PAYMENT
MADE UNDER THE LETTER OF CREDIT OR INTEREST OR FEE THEREON, EACH LENDER SHALL,
ON DEMAND OF AGENT, FORTHWITH RETURN TO AGENT THE AMOUNT OF ITS COMMITMENT
PERCENTAGE OF ANY AMOUNTS SO RETURNED BY AGENT PLUS INTEREST AT THE FEDERAL
FUNDS EFFECTIVE RATE.
2.14.
DOCUMENTATION.
EACH BORROWER AGREES TO BE BOUND BY
THE TERMS OF THE LETTER OF CREDIT APPLICATION AND BY AGENT'S INTERPRETATIONS OF
ANY LETTER OF CREDIT ISSUED ON BEHALF OF SUCH BORROWER AND BY AGENT'S WRITTEN
REGULATIONS AND CUSTOMARY PRACTICES RELATING TO LETTERS OF CREDIT, THOUGH
AGENT'S INTERPRETATIONS MAY BE DIFFERENT FROM SUCH BORROWER'S OWN.
IN THE EVENT
OF A CONFLICT BETWEEN THE LETTER OF CREDIT APPLICATION AND THIS AGREEMENT, THIS
AGREEMENT SHALL GOVERN.
IT IS UNDERSTOOD AND AGREED THAT, EXCEPT IN THE CASE OF
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT), AGENT SHALL NOT BE LIABLE FOR
ANY ERROR, NEGLIGENCE AND/OR MISTAKES, WHETHER OF OMISSION OR COMMISSION, IN
FOLLOWING THE BORROWING AGENT'S OR ANY BORROWER'S INSTRUCTIONS OR THOSE
CONTAINED IN THE LETTERS OF CREDIT OR ANY MODIFICATIONS, AMENDMENTS OR
SUPPLEMENTS THERETO.
2.15.
DETERMINATION TO HONOR DRAWING REQUEST.
IN
DETERMINING WHETHER TO HONOR ANY REQUEST FOR DRAWING UNDER ANY LETTER OF CREDIT
BY THE BENEFICIARY THEREOF, AGENT SHALL BE RESPONSIBLE ONLY TO DETERMINE THAT
THE DOCUMENTS AND CERTIFICATES REQUIRED TO BE DELIVERED UNDER SUCH LETTER OF
CREDIT HAVE BEEN DELIVERED AND THAT THEY COMPLY ON THEIR FACE WITH THE
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REQUIREMENTS OF SUCH LETTER OF CREDIT AND THAT ANY OTHER DRAWING CONDITION
APPEARING ON THE FACE OF SUCH LETTER OF CREDIT HAS BEEN SATISFIED IN THE MANNER
SO SET FORTH.
2.16.
NATURE OF PARTICIPATION AND REIMBURSEMENT
OBLIGATIONS.
EACH LENDER'S OBLIGATION IN ACCORDANCE WITH THIS AGREEMENT TO MAKE
THE REVOLVING ADVANCES OR PARTICIPATION ADVANCES AS A RESULT OF A DRAWING UNDER
A LETTER OF CREDIT, AND THE OBLIGATIONS OF BORROWERS TO REIMBURSE AGENT UPON A
DRAW UNDER A LETTER OF CREDIT, SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE,
AND SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS SECTION
2.16 UNDER ALL CIRCUMSTANCES, INCLUDING THE FOLLOWING CIRCUMSTANCES:
(I)
ANY SET-OFF, COUNTERCLAIM, RECOUPMENT,
DEFENSE OR OTHER RIGHT WHICH SUCH LENDER MAY HAVE AGAINST AGENT, ANY BORROWER OR
ANY OTHER PERSON FOR ANY REASON WHATSOEVER;
(II)
THE FAILURE OF ANY BORROWER OR ANY OTHER
PERSON TO COMPLY, IN CONNECTION WITH A LETTER OF CREDIT BORROWING, WITH THE
CONDITIONS SET FORTH IN THIS AGREEMENT FOR THE MAKING OF A REVOLVING ADVANCE, IT
BEING ACKNOWLEDGED THAT SUCH CONDITIONS ARE NOT REQUIRED FOR THE MAKING OF A
LETTER OF CREDIT BORROWING AND THE OBLIGATION OF THE LENDERS TO MAKE
PARTICIPATION ADVANCES UNDER SECTION 2.12;
(III)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF
ANY LETTER OF CREDIT;
(IV)
ANY CLAIM OF BREACH OF WARRANTY THAT MIGHT BE
MADE BY BORROWER OR ANY LENDER AGAINST THE BENEFICIARY OF A LETTER OF CREDIT, OR
THE EXISTENCE OF ANY CLAIM, SET-OFF, RECOUPMENT, COUNTERCLAIM, CROSS-CLAIM,
DEFENSE OR OTHER RIGHT WHICH ANY BORROWER OR ANY