BUT ONLY TO THE EXTENT, OF ANY DIRECT, AS OPPOSED TO CONSEQUENTIAL OR
EXEMPLARY, DAMAGES SUFFERED BY THE BORROWER WHICH THE BORROWER PROVES WERE
CAUSED BY THE L/C ISSUER'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR THE 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, THE L/C ISSUER
MAY ACCEPT DOCUMENTS THAT APPEAR ON THEIR FACE TO BE
40
IN ORDER, WITHOUT RESPONSIBILITY FOR FURTHER INVESTIGATION, REGARDLESS OF ANY
NOTICE OR INFORMATION TO THE CONTRARY, AND THE 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.
(G)
CASH COLLATERAL.
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT,
(I) IF THE 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 THAT REMAINS
OUTSTANDING AS OF THE DATE OF SUCH REQUEST, OR (II) IF, AS OF THE LETTER OF
CREDIT EXPIRATION DATE, ANY L/C OBLIGATION FOR ANY REASON REMAINS OUTSTANDING,
THE BORROWER SHALL, IN EACH CASE, IMMEDIATELY CASH COLLATERALIZE THE THEN
OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS.
SECTIONS 2.05 AND 8.02(C) SET FORTH
CERTAIN ADDITIONAL REQUIREMENTS TO DELIVER CASH COLLATERAL HEREUNDER.
FOR
PURPOSES OF THIS SECTION 2.03, SECTION 2.05 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 ISSUER AND THE REVOLVING LENDERS, AS
COLLATERAL FOR THE L/C OBLIGATIONS, CASH OR DEPOSIT ACCOUNT BALANCES PURSUANT TO
DOCUMENTATION IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
THE L/C ISSUER (WHICH DOCUMENTS ARE HEREBY CONSENTED TO BY THE LENDERS).
DERIVATIVES OF SUCH TERM HAVE CORRESPONDING MEANINGS.
THE BORROWER HEREBY
GRANTS TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUER AND THE
REVOLVING LENDERS A SECURITY INTEREST IN ALL SUCH CASH, DEPOSIT ACCOUNTS AND ALL
BALANCES THEREIN AND ALL PROCEEDS OF THE FOREGOING.
CASH COLLATERAL SHALL BE
MAINTAINED IN BLOCKED, NON-INTEREST BEARING DEPOSIT ACCOUNTS AT BANK OF AMERICA.
(H)
APPLICABILITY OF ISP.
UNLESS OTHERWISE EXPRESSLY AGREED BY THE
ADMINISTRATIVE AGENT AND THE BORROWER WHEN A LETTER OF CREDIT IS ISSUED, THE
RULES OF THE ISP SHALL APPLY TO EACH LETTER OF CREDIT.
(I)
LETTER OF CREDIT FEES.
THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH REVOLVING LENDER IN ACCORDANCE WITH
ITS APPLICABLE PERCENTAGE A LETTER OF CREDIT FEE (THE "LETTER OF CREDIT FEE")
FOR EACH LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE TIMES THE DAILY MAXIMUM
AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT.
FOR PURPOSES OF
COMPUTING THE DAILY AMOUNT AVAILABLE TO BE