OF CREDIT; (H) ANY CONSEQUENCES ARISING FROM CAUSES
BEYOND THE CONTROL OF THE LENDERS OR THE AGENT, INCLUDING ANY ACT OR OMISSION,
WHETHER RIGHTFUL OR WRONGFUL, OF ANY PRESENT OR FUTURE DE JURE OR DE FACTO
GOVERNMENTAL AUTHORITY; OR (I) THE LETTER OF CREDIT ISSUER'S HONOR OF A DRAW FOR
WHICH THE DRAW OR ANY CERTIFICATE FAILS TO COMPLY IN ANY RESPECT WITH THE TERMS
OF THE LETTER OF CREDIT.
NONE OF THE FOREGOING SHALL AFFECT, IMPAIR OR PREVENT
THE VESTING OF ANY RIGHTS OR POWERS OF THE AGENT OR ANY LENDER UNDER THIS
SECTION 1.4(F).
(III)
EXONERATION.
WITHOUT LIMITING THE
FOREGOING, NO ACTION OR OMISSION WHATSOEVER BY THE AGENT OR ANY LENDER WITH
RESPECT TO ANY LETTER OF CREDIT ISSUED HEREUNDER (EXCLUDING ANY LENDER IN ITS
CAPACITY AS A LETTER OF CREDIT ISSUER) SHALL RESULT IN ANY LIABILITY OF THE
AGENT AND/OR LENDER TO ANY BORROWER, OR RELIEVE ANY BORROWER OF ANY OF ITS
OBLIGATIONS HEREUNDER TO ANY SUCH PERSON.
10
(IV)
RIGHTS AGAINST LETTER OF CREDIT ISSUER.
NOTHING CONTAINED IN THIS AGREEMENT IS INTENDED TO LIMIT A BORROWER'S RIGHTS, IF
ANY, WITH RESPECT TO THE LETTER OF CREDIT ISSUER WHICH ARISE AS A RESULT OF THE
LETTER OF CREDIT APPLICATION AND RELATED DOCUMENTS EXECUTED BY AND BETWEEN SUCH
BORROWER AND THE LETTER OF CREDIT.
(V)
ACCOUNT PARTY.
EACH BORROWER HEREBY
AUTHORIZES AND DIRECTS ANY LETTER OF CREDIT ISSUER TO NAME SUCH BORROWER AS THE
"ACCOUNT PARTY" THEREIN AND TO DELIVER TO THE AGENT ALL INSTRUMENTS, DOCUMENTS
AND OTHER WRITINGS AND PROPERTY RECEIVED BY THE LETTER OF CREDIT ISSUER PURSUANT
TO THE LETTER OF CREDIT, AND TO ACCEPT AND RELY UPON THE AGENT'S INSTRUCTIONS
AND AGREEMENTS WITH RESPECT TO ALL MATTERS ARISING IN CONNECTION WITH THE LETTER
OF CREDIT OR THE APPLICATION THEREFOR.
(G)
SUPPORTING LETTER OF CREDIT; CASH COLLATERAL.
IF,
NOTWITHSTANDING THE PROVISIONS OF SECTION 1.4(B) AND SECTION 10.1, ANY LETTER OF
CREDIT OR CREDIT SUPPORT IS OUTSTANDING UPON THE TERMINATION OF THIS AGREEMENT,
THEN UPON SUCH TERMINATION FMC SHALL DEPOSIT WITH THE AGENT, FOR THE RATABLE
BENEFIT OF THE AGENT AND THE REVOLVING CREDIT LENDERS, WITH RESPECT TO EACH
LETTER OF CREDIT OR CREDIT SUPPORT THEN OUTSTANDING, CASH ("CASH COLLATERAL") OR
A STANDBY LETTER OF CREDIT (A "SUPPORTING LETTER OF CREDIT") IN FORM AND
SUBSTANCE SATISFACTORY TO THE AGENT, ISSUED BY AN ISSUER SATISFACTORY TO THE
AGENT, IN EACH CASE IN AN AMOUNT EQUAL TO THE GREATEST AMOUNT FOR WHICH SUCH
LETTER OF CREDIT OR SUCH CREDIT SUPPORT MAY BE DRAWN PLUS ANY FEES AND EXPENSES
ASSOCIATED WITH SUCH LETTER OF CREDIT OR SUCH CREDIT SUPPORT, UNDER WHICH
SUPPORTING LETTER OF CREDIT THE AGENT IS ENTITLED TO DRAW AMOUNTS NECESSARY TO
REIMBURSE THE AGENT AND THE REVOLVING CREDIT LENDERS FOR PAYMENTS TO BE MADE BY
THE AGENT AND THE REVOLVING CREDIT LENDERS UNDER SUCH LETTER OF CREDIT OR CREDIT
SUPPORT AND ANY FEES AND EXPENSES ASSOCIATED WITH SUCH LETTER OF CREDIT OR
CREDIT SUPPORT.
SUCH SUPPORTING LETTER OF CREDIT AND/OR CASH COLLATERAL SHALL
BE HELD BY