THE PERMITTED FX
FACILITY IN ACCORDANCE WITH SECTION 2.05(D).
BANK OF AMERICA SHALL DETERMINE
THE FX SWAP VALUE OF ALL SECURED HEDGE AGREEMENTS UNDER THE PERMITTED FX
FACILITY MONTHLY, ON THE DATE OF ANY REQUEST FOR A NEW TRANSACTION UNDER THE
PERMITTED FX FACILITY AND ON THE DATE OF ANY COMMITTED LOAN NOTICE AND SHALL
PROMPTLY NOTIFY THE COMPANY OF EACH SUCH DETERMINATION.
(C)
THE BORROWERS SHALL PAY BANK OF AMERICA ON DEMAND BANK OF
AMERICA'S THEN STANDARD PERMITTED FX FACILITY FEES FOR EACH CONTRACT.
(D)
THE BORROWERS SHALL ENTER INTO A MASTER AGREEMENT AND ANY OTHER
RELATED DOCUMENTATION AS BANK OF AMERICA SHALL REASONABLY REQUEST, IN EACH CASE
IN FORM AND SUBSTANCE SATISFACTORY TO BANK OF AMERICA, WITH RESPECT TO EACH
TRANSACTION REQUESTED UNDER THE PERMITTED FX FACILITY.
(E)
NO SECURED HEDGE AGREEMENT UNDER THE PERMITTED FX FACILITY WILL
MATURE LATER THAN THE MATURITY DATE OF THE REVOLVING CREDIT FACILITY.
(F)
THE BORROWERS UNDERSTAND THE RISK OF, AND ARE FINANCIALLY ABLE TO
BEAR ANY LOSSES RESULTING FROM, ENTERING INTO SECURED HEDGE AGREEMENTS UNDER THE
PERMITTED FX FACILITY.
BANK OF AMERICA SHALL NOT BE LIABLE FOR ANY LOSS
SUFFERED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AS A RESULT OF THE BORROWERS'
FOREIGN EXCHANGE TRADING. THE BORROWERS WILL ENTER INTO EACH SECURED HEDGE
AGREEMENT UNDER THE PERMITTED FX FACILITY IN RELIANCE ONLY UPON THEIR OWN
JUDGMENT.
THE BORROWERS ACKNOWLEDGE THAT IN ENTERING INTO SECURED HEDGE
AGREEMENTS UNDER THE PERMITTED FX FACILITY WITH THE BORROWERS, BANK OF AMERICA
IS NOT ACTING AS A FIDUCIARY.
THE BORROWERS UNDERSTAND THAT NEITHER BANK OF
AMERICA NOR ANY BORROWER HAS ANY OBLIGATION TO ENTER INTO ANY PARTICULAR SECURED
HEDGE AGREEMENT UNDER THE PERMITTED FX FACILITY WITH THE OTHER.
(G)
THE BORROWERS HEREBY REQUEST BANK OF AMERICA TO RELY UPON AND
EXECUTE THE COMPANY'S TELEPHONIC INSTRUCTIONS FOR EACH SECURED HEDGE AGREEMENT
UNDER THE PERMITTED FX FACILITY, AND THE BORROWERS AGREE THAT BANK OF AMERICA
SHALL INCUR NO LIABILITY FOR ITS ACTS OR OMISSIONS WHICH RESULT FROM
INTERRUPTION OF COMMUNICATIONS, MISUNDERSTOOD COMMUNICATIONS OR INSTRUCTIONS
FROM UNAUTHORIZED PERSONS, UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF BANK OF AMERICA OR ITS OFFICERS OR EMPLOYEES.
THE BORROWERS
JOINTLY AND SEVERALLY AGREE TO PROTECT BANK OF AMERICA AND HOLD IT HARMLESS FROM
ANY AND ALL LOSS, DAMAGE, CLAIM, EXPENSE (INCLUDING THE REASONABLE FEES OF
OUTSIDE COUNSEL) OR INCONVENIENCE, HOWEVER ARISING, WHICH BANK OF AMERICA
SUFFERS OR INCURS OR MIGHT SUFFER OR INCUR, BASED ON OR ARISING OUT OF SAID ACTS
OR OMISSIONS.
(H)
THE BORROWERS AGREE TO PROMPTLY REVIEW ALL CONFIRMATIONS SENT TO
THE COMPANY BY BANK OF AMERICA.
THE BORROWERS UNDERSTAND THAT THESE
CONFIRMATIONS ARE NOT LEGAL CONTRACTS BUT ONLY EVIDENCE OF THE VALID AND BINDING
ORAL CONTRACT WHICH THE BORROWERS HAVE ALREADY ENTERED INTO WITH BANK OF
AMERICA.
THE BORROWERS AGREE TO PROMPTLY EXECUTE AND RETURN TO BANK OF AMERICA
CONFIRMATIONS WHICH ACCURATELY REFLECT THE TERMS OF A SECURED HEDGE
41
AGREEMENT UNDER THE PERMITTED FX FACILITY, AND IMMEDIATELY CONTACT BANK OF
AMERICA IF