FACE AMOUNT OF EACH SUCH
LETTER OF CREDIT, TO BE HELD PURSUANT TO SECTION 9.2 HEREOF.
(B)
IN ADDITION TO THE FEES AND COSTS OF THE AGENT AND ISSUING BANK IN
CONNECTION WITH ISSUING OR ADMINISTERING THE LETTERS OF CREDIT, BORROWER SHALL
PAY TO ISSUING BANK, UPON THE ISSUANCE OF ANY LETTER OF CREDIT AND ON EACH
RENEWAL THEREOF, A CHARGE EQUAL TO THE AMOUNT SET FORTH
3
IN SECTION 10.2 (THE "LETTER OF CREDIT CHARGES"), AS APPLICABLE WITH RESPECT TO
THE TYPE OF LETTER OF CREDIT ISSUED.
(C)
NO LETTER OF CREDIT WILL BE ISSUED IF (I) THE SUM OF (A) THE
STATED AMOUNT OF THE LETTER OF CREDIT REQUESTED, PLUS (B) FEES AND COSTS FOR
ISSUANCE, PLUS (C) ALL ADVANCES UNDER THE WORKING CAPITAL LINE AND LETTERS OF
CREDIT THEN OUTSTANDING, WOULD EXCEED (1) DURING ANY NON-SEASONAL PERIOD, THE
MAXIMUM NON-SEASONAL WORKING CAPITAL LINE AMOUNT, AND (2) DURING ANY SEASONAL
PERIOD, THE LESSER OF (X) THE MAXIMUM SEASONAL WORKING CAPITAL LINE AMOUNT AND
(Z) THE BORROWING BASE AMOUNT, OR (II) THE AGGREGATE STATED AMOUNT OF ALL
OUTSTANDING LETTERS OF CREDIT WOULD EXCEED, AT ANY TIME, THE LETTER OF CREDIT
SUBLIMIT SET FORTH IN SECTION 10.2(B).
FOR PURPOSES OF DETERMINING AVAILABILITY
FOR ADVANCES UNDER THE WORKING CAPITAL LINE AND THE ISSUANCE OF LETTERS OF
CREDIT, THE FACE AMOUNT OF ALL OUTSTANDING LETTERS OF CREDIT AND ALL
UNREIMBURSED LETTER OF CREDIT CHARGES AND OTHER AMOUNTS INCLUDED IN THE TERM
"L/C OBLIGATIONS" DEFINED BELOW SHALL BE DEEMED ADVANCES UNDER THE WORKING
CAPITAL LINE.
(D)
ALL INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OF ANY SORT
WHATSOEVER, HOWEVER ARISING, WHETHER PRESENT OR FUTURE, FIXED OR CONTINGENT,
SECURED OR UNSECURED, DUE OR TO BECOME DUE, PAID OR INCURRED, ARISING OR
INCURRED IN CONNECTION WITH ANY LETTER OF CREDIT SHALL BE INCLUDED IN THE TERM
"OBLIGATIONS", AS DEFINED HEREIN, AND SHALL INCLUDE, WITHOUT LIMITATION, (I) ALL
AMOUNTS DUE OR WHICH MAY BECOME DUE UNDER OR IN CONNECTION WITH ANY LETTER OF
CREDIT; (II) ALL AMOUNTS CHARGED OR CHARGEABLE TO BORROWER, AGENT, ANY LENDER OR
ISSUING BANK BY ANY BANK, OTHER FINANCIAL INSTITUTION OR CORRESPONDENT BANK
WHICH OPENS, ISSUES OR IS INVOLVED WITH ANY LETTER OF CREDIT; (III) THE LETTER
OF CREDIT CHARGES AND ALL OTHER FEES, COSTS AND OTHER CHARGES OF AGENT, ANY
LENDER AND ISSUING BANK IN CONNECTION WITH ANY LETTERS OF CREDIT; AND (IV) TO
THE EXTENT PAID BY ISSUING BANK AND NOT REIMBURSED BY BORROWER ALL DUTIES,
FREIGHT, TAXES, COSTS, INSURANCE AND ALL SUCH OTHER CHARGES AND EXPENSES WHICH
MAY PERTAIN DIRECTLY OR INDIRECTLY TO ANY OBLIGATIONS OR LETTERS OF CREDIT OR TO
THE GOODS OR DOCUMENTS RELATING THERETO (COLLECTIVELY, THE "L/C OBLIGATIONS").
(E)
BORROWER UNCONDITIONALLY AGREES TO INDEMNIFY AND HOLD AGENT,
LENDERS AND ISSUING BANK HARMLESS FROM ANY AND ALL LOSS, CLAIM OR LIABILITY
(INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM ANY TRANSACTIONS OR
OCCURRENCES RELATING TO ANY LETTER OF CREDIT ESTABLISHED OR OPENED FOR
BORROWER'S ACCOUNT, THE COLLATERAL RELATING THERETO AND ANY DRAWINGS THEREUNDER,
INCLUDING ANY SUCH LOSS OR CLAIM DUE TO