OF ANY L/C ISSUED BY ISSUING LENDER TO OR FOR BORROWER'S
ACCOUNT, EVEN THOUGH THIS INTERPRETATION MAY BE DIFFERENT FROM BORROWER'S OWN,
AND BORROWER UNDERSTANDS AND AGREES THAT THE LENDER GROUP SHALL NOT BE LIABLE
FOR ANY ERROR, NEGLIGENCE, OR MISTAKE, WHETHER OF OMISSION OR COMMISSION, IN
FOLLOWING BORROWER'S INSTRUCTIONS OR THOSE CONTAINED IN THE LETTER OF CREDIT OR
ANY MODIFICATIONS, AMENDMENTS, OR SUPPLEMENTS THERETO.
BORROWER UNDERSTANDS
THAT THE L/C UNDERTAKINGS MAY REQUIRE ISSUING LENDER TO INDEMNIFY THE UNDERLYING
ISSUER FOR CERTAIN COSTS OR LIABILITIES ARISING OUT OF CLAIMS BY BORROWER
AGAINST SUCH UNDERLYING ISSUER.
BORROWER HEREBY AGREES TO INDEMNIFY, SAVE,
DEFEND, AND HOLD THE LENDER GROUP HARMLESS WITH RESPECT TO ANY LOSS, COST,
EXPENSE (INCLUDING REASONABLE ATTORNEYS FEES), OR LIABILITY INCURRED BY THE
LENDER GROUP UNDER ANY L/C UNDERTAKING AS A RESULT OF THE LENDER GROUP'S
INDEMNIFICATION OF ANY UNDERLYING ISSUER; PROVIDED, HOWEVER, THAT BORROWER SHALL
NOT BE OBLIGATED HEREUNDER TO INDEMNIFY FOR ANY LOSS, COST, EXPENSE, OR
LIABILITY TO THE EXTENT THAT IT IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE ISSUING LENDER OR ANY OTHER MEMBER OF THE LENDER GROUP.
BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT NEITHER THE LENDER GROUP NOR THE
ISSUING LENDER SHALL BE RESPONSIBLE FOR DELAYS, ERRORS, OR OMISSIONS RESULTING
FROM THE MALFUNCTION OF EQUIPMENT IN CONNECTION WITH ANY LETTER OF CREDIT.
15
(D)
BORROWER HEREBY AUTHORIZES AND DIRECTS ANY
UNDERLYING ISSUER TO DELIVER TO THE ISSUING LENDER ALL INSTRUMENTS, DOCUMENTS,
AND OTHER WRITINGS AND PROPERTY RECEIVED BY SUCH UNDERLYING ISSUER PURSUANT TO
SUCH UNDERLYING LETTER OF CREDIT AND TO ACCEPT AND RELY UPON THE ISSUING
LENDER'S INSTRUCTIONS WITH RESPECT TO ALL MATTERS ARISING IN CONNECTION WITH
SUCH UNDERLYING LETTER OF CREDIT AND THE RELATED APPLICATION.
(E)
ANY AND ALL ISSUANCE CHARGES, COMMISSIONS,
FEES, AND COSTS INCURRED BY THE ISSUING LENDER RELATING TO UNDERLYING LETTERS OF
CREDIT SHALL BE LENDER GROUP EXPENSES FOR PURPOSES OF THIS AGREEMENT AND SHALL
BE REIMBURSABLE BY BORROWER TO AGENT FOR THE ACCOUNT OF THE ISSUING LENDER; IT
BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT, AS OF THE INTERIM FACILITY
EFFECTIVE DATE, THE ISSUANCE CHARGE IMPOSED BY THE UNDERLYING ISSUER IS 0.825%
PER ANNUM TIMES THE UNDRAWN AMOUNT OF EACH UNDERLYING LETTER OF CREDIT, THAT
SUCH ISSUANCE CHARGE MAY BE CHANGED FROM TIME TO TIME, AND THAT THE UNDERLYING
ISSUER ALSO IMPOSES A SCHEDULE OF CHARGES FOR AMENDMENTS, EXTENSIONS, DRAWINGS,
AND RENEWALS.
(F)
IF BY REASON OF (I) ANY CHANGE AFTER THE
INTERIM FACILITY EFFECTIVE DATE IN ANY APPLICABLE LAW, TREATY, RULE, OR
REGULATION OR ANY CHANGE IN THE INTERPRETATION OR APPLICATION THEREOF BY ANY
GOVERNMENTAL AUTHORITY, OR (II) COMPLIANCE BY THE UNDERLYING ISSUER OR THE
LENDER GROUP WITH ANY DIRECTION, REQUEST, OR REQUIREMENT (IRRESPECTIVE OF
WHETHER HAVING THE FORCE OF LAW) OF ANY GOVERNMENTAL AUTHORITY OR MONETARY
AUTHORITY INCLUDING, REGULATION D OF THE FEDERAL RESERVE BOARD AS FROM TIME TO
TIME IN EFFECT (AND ANY SUCCESSOR THERETO):
(I)
ANY RESERVE, DEPOSIT, OR SIMILAR
REQUIREMENT IS OR SHALL BE IMPOSED OR MODIFIED IN RESPECT OF