BORROWER'S 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 ISSUER, ANY AGENT-RELATED
PERSON, NOR ANY OF THE RESPECTIVE CORRESPONDENTS, PARTICIPANTS OR ASSIGNEES OF
THE L/C ISSUER, SHALL BE LIABLE OR RESPONSIBLE FOR ANY OF THE MATTERS DESCRIBED
IN CLAUSES (I) THROUGH (VI) OF SECTION 2.03(E); PROVIDED THAT ANYTHING IN SUCH
CLAUSES TO THE CONTRARY NOTWITHSTANDING, EACH RELEVANT BORROWER MAY HAVE A CLAIM
AGAINST THE L/C ISSUER, AND THE L/C ISSUER MAY BE LIABLE TO SUCH BORROWER, TO
THE EXTENT, BUT ONLY TO THE EXTENT, OF ANY DIRECT, AS OPPOSED TO CONSEQUENTIAL
OR EXEMPLARY, DAMAGES SUFFERED BY SUCH BORROWER WHICH SUCH BORROWER PROVES WERE
CAUSED BY THE L/C ISSUER'S WILLFUL MISCONDUCT, BAD FAITH OR GROSS NEGLIGENCE OR
THE L/C ISSUER'S WILLFUL OR GROSSLY NEGLIGENT OR BAD FAITH 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 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.
47
(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 AND THE
CONDITIONS SET FORTH IN SECTION 4.02 TO A REVOLVING CREDIT BORROWING CANNOT THEN
BE MET, OR (II) IF, AS OF THE LETTER OF CREDIT EXPIRATION DATE, ANY LETTER OF
CREDIT MAY FOR ANY REASON REMAIN OUTSTANDING AND PARTIALLY OR WHOLLY UNDRAWN,
THE RELEVANT BORROWER SHALL PROMPTLY CASH COLLATERALIZE (X) IN THE CASE OF
CLAUSE (I), 100% AND (Y) IN THE CASE OF CLAUSE (II), 103%, IN EACH CASE, THE
THEN OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS (SUCH OUTSTANDING AMOUNT TO BE
DETERMINED AS OF THE DATE OF SUCH L/C BORROWING OR THE LETTER OF CREDIT
EXPIRATION DATE, AS THE CASE MAY BE) OR, IN THE CASE OF CLAUSE (II), PROVIDE A
BACK TO BACK LETTER OF CREDIT IN A FACE AMOUNT AT LEAST EQUAL TO 103% OF THE
THEN UNDRAWN AMOUNT OF SUCH LETTER OF CREDIT FROM AN ISSUER AND IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE L/C ISSUER IN ITS REASONABLE
DISCRETION. ANY LETTER OF CREDIT THAT IS SO CASH COLLATERALIZED OR IN RESPECT OF
WHICH SUCH A BACK-TO-BACK LETTER OF CREDIT SHALL HAVE BEEN ISSUED SHALL BE
DEEMED NO LONGER OUTSTANDING FOR PURPOSES OF THIS AGREEMENT. FOR