OF (I) THE APPLICABLE MARGIN FOR REVOLVING CREDIT LOANS THAT ARE LIBOR
RATE LOANS AND (II) THE MAXIMUM AVAILABLE FROM TIME TO TIME TO BE DRAWN UNDER
SUCH LETTER OF CREDIT, PAYABLE ON THE LAST BUSINESS DAY OF EACH MONTH IN ARREARS
AND ON THE TERMINATION DATE OR SUCH EARLIER DATE AS THE REVOLVING CREDIT
COMMITMENTS SHALL TERMINATE AS PROVIDED HEREIN.
(IV)
ALL REIMBURSEMENT OBLIGATIONS SHALL BE REPAID TO THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF THE LENDERS SOLELY IN DOLLARS.
(V)
IN ADDITION TO ANY INDEMNIFICATION HEREUNDER EACH BORROWER JOINTLY,
SEVERALLY AND UNCONDITIONALLY AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT AND
EACH LENDER AND HOLD THE ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND
AGAINST ANY AND ALL LOSS, CLAIM OR LIABILITY ARISING FROM ANY TRANSACTIONS,
OCCURRENCES, ERRORS OR OMISSIONS RELATING TO ANY LETTER OF CREDIT; THE GOODS
ACQUIRED THEREUNDER (THE "GOODS"); THE DOCUMENTS EVIDENCING THE GOODS (THE
"DOCUMENTS"); ANY DISCREPANT OR NONCONFORMING PROVISIONS THEREOF; STEAMSHIP OR
AIRWAY GUARANTIES, RELEASES, INDEMNITIES OR DELIVERY ORDERS OR SIMILAR
DOCUMENTS; ANY DRAFTS OR ACCEPTANCES; AND ALL REIMBURSEMENT OBLIGATIONS
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY SUCH LOSS, CLAIM OR LIABILITY DUE
TO ANY ACTION, ERRORS OR OMISSIONS ATTRIBUTABLE TO THE ISSUER, THE
ADMINISTRATIVE AGENT OR ANY LENDER, ANY OTHER ENTITY, OR ANY OTHER CAUSE, EACH
BORROWER'S UNCONDITIONAL OBLIGATION TO THE ADMINISTRATIVE AGENT AND EACH LENDER
HEREUNDER SHALL NOT BE MODIFIED OR DIMINISHED FOR ANY REASON OR IN ANY MANNER
WHATSOEVER. EACH BORROWER AGREES THAT ANY CHARGES MADE BY THE ADMINISTRATIVE
AGENT AND EACH LENDER FOR SUCH BORROWER'S ACCOUNT SHALL BE CONCLUSIVE ON THE
ADMINISTRATIVE AGENT AND EACH LENDER AND MAY BE REPAID BY THE CREATION BY THE
ADMINISTRATIVE AGENT OF A REVOLVING CREDIT LOAN OTHERWISE CHARGED TO SUCH
BORROWER'S ACCOUNT.
(VI)
THE ADMINISTRATIVE AGENT SHALL NOT BE RESPONSIBLE FOR: THE
EXISTENCE, CHARACTER, QUALITY, QUANTITY, CONDITION, PACKING, VALUE OR DELIVERY
OF THE GOODS PURPORTING TO BE REPRESENTED BY ANY DOCUMENTS; ANY DIFFERENCE OR
VARIATION
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IN THE CHARACTER, QUALITY, QUANTITY, CONDITION, PACKING, VALUE OR DELIVERY OF
THE GOODS FROM THAT EXPRESSED IN THE DOCUMENTS; THE VALIDITY, SUFFICIENCY, OR
GENUINENESS OF ANY DOCUMENTS OR OF ANY ENDORSEMENTS THEREON, EVEN IF SUCH
DOCUMENTS SHOULD IN FACT PROVE TO BE IN ANY OR ALL RESPECTS INVALID,
INSUFFICIENT, FRAUDULENT OR FORGED; ANY DISCREPANT OR NONCONFORMING PROVISIONS
IN ANY DOCUMENTS; THE TIME, PLACE, MANNER OR ORDER IN WHICH SHIPMENT IS MADE;
PARTIAL OR INCOMPLETE SHIPMENT, OR FAILURE OR OMISSION TO SHIP ANY OR ALL OF THE
GOODS REFERRED TO IN ANY LETTER OF CREDIT OR DOCUMENTS; ANY DEVIATION FROM
INSTRUCTIONS; DELAY, DEFAULT, OR FRAUD BY THE SHIPPER AND/OR ANYONE ELSE IN
CONNECTION WITH THE GOODS OR THE SHIPPING THEREOF; OR ANY BREACH OF CONTRACT
BETWEEN THE SHIPPER OR VENDORS AND SUCH BORROWER. FURTHERMORE, WITHOUT BEING
LIMITED BY THE FOREGOING, THE ADMINISTRATIVE AGENT SHALL NOT BE RESPONSIBLE FOR
ANY ACT OR OMISSION TAKEN OR MADE IN GOOD FAITH WITH RESPECT TO OR IN CONNECTION
WITH ANY OF THE GOODS OR THE DOCUMENTS.
(VII)
EACH BORROWER AGREES THAT ANY ACTION