PRECLUDE THE BORROWERS'
PURSUING SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST THE BENEFICIARY OR
TRANSFEREE AT LAW OR UNDER ANY OTHER AGREEMENT.
NONE OF THE L/C ISSUERS, THE
ADMINISTRATIVE AGENT, ANY OF THEIR RESPECTIVE RELATED PARTIES NOR ANY
CORRESPONDENT, PARTICIPANT OR ASSIGNEE OF ANY L/C ISSUER SHALL BE LIABLE OR
RESPONSIBLE FOR ANY OF THE MATTERS DESCRIBED IN CLAUSES (I) THROUGH (VI) OF
SECTION 2.03(D); PROVIDED, HOWEVER, THAT ANYTHING IN SUCH CLAUSES TO THE
CONTRARY NOTWITHSTANDING, THE BORROWERS MAY HAVE A CLAIM AGAINST AN L/C ISSUER,
AND SUCH L/C ISSUER MAY BE LIABLE TO THE BORROWERS, TO THE EXTENT, BUT ONLY TO
THE EXTENT, OF ANY DIRECT, AS OPPOSED TO CONSEQUENTIAL OR EXEMPLARY, DAMAGES
SUFFERED BY THE BORROWERS WHICH THE BORROWERS PROVE WERE CAUSED BY SUCH L/C
ISSUER'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR SUCH L/C ISSUER'S WILLFUL
FAILURE TO PAY UNDER ANY LETTER OF CREDIT AFTER THE PRESENTATION TO IT BY THE
BENEFICIARY OF A SIGHT DRAFT AND CERTIFICATE(S) STRICTLY COMPLYING WITH THE
TERMS AND CONDITIONS OF A LETTER OF CREDIT.
IN FURTHERANCE AND NOT IN
LIMITATION OF THE FOREGOING, AN L/C ISSUER MAY ACCEPT DOCUMENTS THAT APPEAR ON
THEIR FACE TO BE IN ORDER, WITHOUT RESPONSIBILITY FOR FURTHER INVESTIGATION,
REGARDLESS OF ANY NOTICE OR INFORMATION TO THE CONTRARY, AND SUCH L/C ISSUER
SHALL NOT BE RESPONSIBLE FOR THE VALIDITY OR SUFFICIENCY OF ANY INSTRUMENT
TRANSFERRING OR ASSIGNING OR PURPORTING TO TRANSFER OR ASSIGN A LETTER OF CREDIT
OR THE RIGHTS OR BENEFITS THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART,
WHICH MAY PROVE TO BE INVALID OR INEFFECTIVE FOR ANY REASON.
(F)
CASH COLLATERAL.
(I) UPON THE REQUEST OF THE ADMINISTRATIVE
AGENT, (A) IF ANY L/C ISSUER HAS HONORED ANY FULL OR PARTIAL DRAWING REQUEST
UNDER ANY LETTER OF CREDIT AND SUCH DRAWING HAS RESULTED IN AN L/C BORROWING, OR
(B) IF, AS OF THE LETTER OF CREDIT EXPIRATION DATE, ANY L/C OBLIGATION FOR ANY
REASON REMAINS OUTSTANDING, THE APPLICABLE BORROWER SHALL, IN EACH CASE,
IMMEDIATELY CASH COLLATERALIZE THE THEN OUTSTANDING AMOUNT OF ALL L/C
OBLIGATIONS; (II) THE ADMINISTRATIVE AGENT MAY, UPON ANY REVALUATION DATE AFTER
THE INITIAL DEPOSIT OF CASH COLLATERAL, REQUEST THAT ADDITIONAL CASH COLLATERAL
BE PROVIDED IN ORDER TO PROTECT AGAINST THE RESULTS OF EXCHANGE RATE
FLUCTUATIONS UP TO THE AMOUNT BY WHICH THE THEN OUTSTANDING AMOUNT OF ALL L/C
OBLIGATIONS EXCEEDS SUCH CASH COLLATERAL; AND (III) SECTIONS 2.06(C) AND 8.02(C)
SET FORTH CERTAIN ADDITIONAL REQUIREMENTS TO DELIVER CASH COLLATERAL HEREUNDER.
FOR PURPOSES OF THIS SECTION 2.03, SECTION 2.06(C) AND SECTION 8.02(C), "CASH
COLLATERALIZE" MEANS TO PLEDGE AND DEPOSIT WITH OR DELIVER TO THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE L/C ISSUERS AND THE LENDERS UNDER EACH REVOLVING
CREDIT FACILITY, AS COLLATERAL FOR THE L/C OBLIGATIONS OR BANKERS' ACCEPTANCES
UNDER SUCH REVOLVING CREDIT FACILITY, CASH OR DEPOSIT ACCOUNT BALANCES PURSUANT
TO DOCUMENTATION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE L/C ISSUERS UNDER SUCH REVOLVING CREDIT FACILITY
(WHICH DOCUMENTS ARE HEREBY CONSENTED TO BY THE LENDERS).
DERIVATIVES