reserve requirements referred to above or a
successor thereto, such costs which may be imposed upon such Lender) or such
reduction of any sum or rate of return received or receivable under the
Revolving Credit Note less the amount, if any, of the reduction of the Lenders'
tax liability to another taxing authority resulting from the payment of such
taxes.
A certificate as to any additional amounts payable to any Lender under
this Section 2.11 submitted to the Borrowers by such Lender shall show in
reasonable detail an accounting of the amount payable and the calculations used
to determine in good faith such amount and shall be conclusive absent manifest
or demonstrable error.
SECTION 2.13.
MITIGATION; EXCULPATION.
A.
EACH LENDER AGREES THAT IT WILL
PROMPTLY NOTIFY THE BORROWERS IN WRITING UPON ITS BECOMING AWARE THAT ANY
PAYMENTS ARE TO BECOME DUE TO IT UNDER THIS CREDIT AGREEMENT PURSUANT TO SECTION
2.11 OR 2.12.
EACH LENDER FURTHER AGREES THAT IT WILL USE REASONABLE EFFORTS
NOT MATERIALLY DISADVANTAGEOUS TO IT (IN ITS REASONABLE DETERMINATION) IN ORDER
TO AVOID OR MINIMIZE, AS THE CASE MAY BE, THE PAYMENT BY THE BORROWERS OF ANY
ADDITIONAL AMOUNTS PURSUANT TO SECTION 2.11 OR 2.12.
EACH LENDER REPRESENTS, TO
THE BEST OF ITS KNOWLEDGE, THAT AS OF THE CLOSING DATE NO SUCH AMOUNTS ARE
PAYABLE TO IT.
B.
BORROWERS SHALL NOT BE LIABLE TO ANY
LENDER FOR ANY PAYMENTS UNDER SECTION 2.11 OR 2.12 ARISING TO THE EXTENT OF SUCH
LENDER'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT OR BREACH OF ANY LAWS (OTHER THAN
AS A RESULT OF BORROWERS' BREACH), OR
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FOR AMOUNTS WHICH WERE INCURRED MORE THAN NINETY (90) DAYS PRIOR TO THE DATE
BORROWERS ARE NOTIFIED OF THE INCURRENCE OF SUCH AMOUNT.
SECTION 2.14.
ISSUANCE OF LETTERS OF CREDIT.
A.
ANY AUTHORIZED OFFICER OF BORROWERS MAY
FROM TIME TO TIME REQUEST THAT A STANDBY LETTER OF CREDIT OR COMMERCIAL LETTER
OF CREDIT BE ISSUED BY DELIVERING TO L/C ISSUER (WITH A TELECOPY TO THE AGENT
BANK) ON A BANKING BUSINESS DAY, AT LEAST FIVE (5) BANKING BUSINESS DAYS PRIOR
TO THE DATE OF SUCH PROPOSED ISSUANCE, AN L/C AGREEMENT IN L/C ISSUER'S THEN
STANDARD FORM (CONSISTENT WITH THE TERMS OF THE CREDIT AGREEMENT), COMPLETED TO
THE SATISFACTION OF L/C ISSUER AND SUCH OTHER CERTIFICATES AS THE L/C ISSUER MAY
REASONABLY REQUEST; PROVIDED, HOWEVER, THAT NO LETTER OF CREDIT SHALL BE ISSUED
(A) IF ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND REMAINS CONTINUING, OR
(B) IF AFTER GIVING EFFECT TO THE ISSUANCE THEREOF, THE AGGREGATE STATED AMOUNT
OF OUTSTANDING LETTERS OF CREDIT WOULD EXCEED TEN MILLION DOLLARS
($10,000,000.00), OR (C) THE STATED AMOUNT OF THE REQUESTED LETTER OF CREDIT
EXCEEDS THE MAXIMUM AVAILABILITY.
EACH LETTER OF CREDIT SHALL BE ISSUED BY THE
L/C ISSUER ON THE BANKING BUSINESS DAY SPECIFIED IN THE BORROWER'S APPLICATION
THEREFOR.
EACH REQUEST FOR A LETTER OF CREDIT AND EACH LETTER OF CREDIT SHALL
BE SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS,
INTERNATIONAL CHAMBER OF COMMERCE