CHARGES.
THE BORROWER SHALL PAY TO THE ISSUING BANK,
SOLELY FOR ITS OWN ACCOUNT, THE STANDARD CHARGES ASSESSED BY THE ISSUING BANK IN
CONNECTION WITH THE ISSUANCE, ADMINISTRATION, AMENDMENT AND PAYMENT OR
CANCELLATION OF LETTERS OF CREDIT AND SUCH COMPENSATION IN RESPECT OF SUCH
LETTERS OF CREDIT FOR THE BORROWER'S ACCOUNT AS MAY BE AGREED UPON BY THE
BORROWER AND THE ISSUING BANK FROM TIME TO TIME.
(H)
ISSUING BANK REPORTING REQUIREMENTS.
THE ISSUING BANK SHALL, NO
LATER THAN THE TENTH (10TH) BUSINESS DAY FOLLOWING THE LAST DAY OF EACH CALENDAR
MONTH, PROVIDE TO THE ADMINISTRATIVE AGENT AND THE BORROWER A SCHEDULE FOR
LETTERS OF CREDIT ISSUED BY IT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND THE BORROWER, SETTING FORTH THE AGGREGATE LETTER OF
CREDIT OBLIGATIONS OUTSTANDING TO IT AT THE END OF EACH MONTH AND ANY
INFORMATION REQUESTED BY THE ADMINISTRATIVE AGENT OR THE BORROWER RELATING TO
THE DATE OF ISSUE, ACCOUNT PARTY, AMOUNT, EXPIRATION DATE AND REFERENCE NUMBER
OF EACH LETTER OF CREDIT ISSUED BY IT.
30
(I)
INDEMNIFICATION; EXONERATION.
(A)
IN ADDITION TO ALL OTHER AMOUNTS PAYABLE TO THE ISSUING BANK, THE
BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY, AND SAVE THE ADMINISTRATIVE AGENT,
THE ISSUING BANK AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, LIABILITIES, PENALTIES, DAMAGES, LOSSES (OTHER THAN LOSS OF PROFITS),
COSTS, CHARGES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES BUT EXCLUDING
TAXES) WHICH THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR SUCH LENDER MAY INCUR
OR BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR INDIRECT, OF (I) THE ISSUANCE OF
ANY LETTER OF CREDIT OTHER THAN AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE ISSUING BANK, AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION, OR (II) THE FAILURE OF THE ISSUING BANK ISSUING A LETTER OF CREDIT
TO HONOR A DRAWING UNDER SUCH 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.
(B)
AS BETWEEN THE BORROWER ON THE ONE HAND AND THE ADMINISTRATIVE
AGENT, THE LENDERS AND THE ISSUING BANK ON THE OTHER HAND, THE BORROWER ASSUMES
ALL RISKS OF THE ACTS AND OMISSIONS OF, OR MISUSE OF LETTERS OF CREDIT BY, THE
RESPECTIVE BENEFICIARIES OF THE LETTERS OF CREDIT.
IN FURTHERANCE AND NOT IN
LIMITATION OF THE FOREGOING, SUBJECT TO THE PROVISIONS OF THE LETTER OF CREDIT
REIMBURSEMENT AGREEMENTS, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE
LENDERS SHALL NOT BE RESPONSIBLE FOR (EXCEPT TO THE EXTENT RESULTING FROM THEIR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION):
(I) THE FORM, VALIDITY, LEGALITY, SUFFICIENCY, ACCURACY,
GENUINENESS OR LEGAL EFFECT OF ANY DOCUMENT SUBMITTED BY ANY PARTY IN CONNECTION
WITH THE APPLICATION FOR AND ISSUANCE OF THE LETTERS OF CREDIT, EVEN IF IT
SHOULD IN FACT PROVE TO BE IN ANY OR ALL RESPECTS INVALID, INSUFFICIENT,
INACCURATE, FRAUDULENT OR FORGED; (II) THE VALIDITY, LEGALITY OR SUFFICIENCY OF