LETTER OF
CREDIT CUSTOMERS OF THE AGGREGATE OF SUCH COST INCREASES RESULTING FROM SUCH
EVENTS), THEN, UPON DEMAND BY THE LENDER AND DELIVERY BY THE LENDER TO THE
BORROWERS OF A CERTIFICATE OF AN OFFICER OF THE SUBJECT ISSUER DESCRIBING SUCH
CHANGE IN LAW, EXECUTIVE ORDER, REGULATION, DIRECTIVE, OR INTERPRETATION
THEREOF, ITS EFFECT ON SUCH ISSUER, AND THE BASIS FOR DETERMINING SUCH INCREASED
COSTS AND THEIR ALLOCATION, THE BORROWERS SHALL IMMEDIATELY PAY TO THE LENDER,
FROM TIME TO TIME AS SPECIFIED BY THE LENDER, SUCH AMOUNTS AS SHALL BE
SUFFICIENT TO COMPENSATE SUCH ISSUER FOR SUCH INCREASED COST. ANY ISSUER'S
DETERMINATION OF COSTS INCURRED UNDER SECTION 1-12(G)(I) OR 1-12(G)(II), ABOVE,
AND THE ALLOCATION, IF ANY, OF SUCH COSTS AMONG THE BORROWERS AND OTHER LETTER
OF CREDIT CUSTOMERS OF SUCH ISSUER, IF DONE IN GOOD FAITH AND MADE ON AN
EQUITABLE BASIS AND IN ACCORDANCE WITH THE OFFICER'S CERTIFICATE, SHALL BE
CONCLUSIVE AND BINDING ON THE BORROWERS.
(H)
THE OBLIGATIONS OF THE BORROWERS UNDER THIS AGREEMENT WITH RESPECT
TO L/C'S ARE ABSOLUTE, UNCONDITIONAL, AND IRREVOCABLE AND SHALL BE PERFORMED
STRICTLY IN ACCORDANCE WITH THE TERMS HEREOF UNDER ALL CIRCUMSTANCES WHATSOEVER
INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OR RESTRICTION, RESTRAINT,
OR STAY IN THE ENFORCEMENT OF THIS AGREEMENT, ANY L/C, OR ANY OTHER AGREEMENT OR
INSTRUMENT RELATING THERETO.
(II)
ANY AMENDMENT OR WAIVER OF, OR CONSENT TO THE DEPARTURE FROM, ANY
L/C.
(III)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE, OR OTHER RIGHT
WHICH THE BORROWERS MAY HAVE AT ANY TIME AGAINST THE BENEFICIARY OF ANY L/C.
(IV)
ANY HONORING OF A DRAWING UNDER ANY L/C, WHICH DRAWING POSSIBLY
COULD HAVE BEEN DISHONORED BASED UPON A STRICT CONSTRUCTION OF THE TERMS OF THE
L/C.
(V)
THE BORROWERS SHALL NOT PRESENT TO LENDER OR CAUSE THE AMENDMENT
OF AN L/C WITHOUT SATISFACTORY EVIDENCE OF ONE OR MORE OF THE FOLLOWING: (A)
CHANGE IN DELIVERY
10
DATE; (B) BORROWERS' RECEIPT OF PARTIAL SHIPMENT; OR (C) CHANGE TO ORIGINAL
ORDER REFLECTED IN OTB (OPEN TO BUY) OR OTHER INFORMATION WHICH MAY BE SO
REASONABLY REQUESTED BY THE LENDER.
(I)
IN NO EVENT, SHALL LENDER OR ISSUER HAVE ANY OBLIGATION TO HONOR
ANY L/C PRESENTED FOR PAYMENT AFTER ITS EXPIRATION. IN THE EVENT NO PAYMENT HAS
BEEN MADE, THE STATED AMOUNT OF SUCH L/C SHALL CONTINUE TO BE DEDUCTED FROM
AVAILABILITY FOR THIRTY (30) BUSINESS DAYS BEYOND EXPIRATION OF SAID L/C.
1-13.
LIBO OPTION.
IN LIEU OF HAVING INTEREST CHARGED AT THE RATE BASED
UPON THE BASE, BORROWERS SHALL HAVE THE OPTION (THE "LIBO OPTION") TO HAVE
INTEREST ON ALL OR A PORTION OF THE LOANS AND ADVANCES UNDER THE REVOLVING
CREDIT BE CHARGED AT A RATE OF INTEREST BASED UPON THE LIBO RATE.
INTEREST ON
LIBO RATE LOANS SHALL BE PAYABLE ON THE INTEREST PAYMENT DATE.
ON THE LAST DAY
OF EACH APPLICABLE INTEREST PERIOD IN RESPECT OF A LIBO RATE LOAN, UNLESS
BORROWERS PROPERLY HAVE EXERCISED THE LIBO OPTION WITH RESPECT THERETO, THE
INTEREST RATE APPLICABLE TO