UNDER ANY OTHER AGREEMENT.
NONE OF THE L/C
ISSUER, ANY OF ITS RELATED PARTIES NOR ANY CORRESPONDENT, PARTICIPANT OR
ASSIGNEE OF THE L/C ISSUER, SHALL BE LIABLE OR RESPONSIBLE FOR ANY OF THE
MATTERS DESCRIBED IN CLAUSES (I) THROUGH (V) OF SECTION 2.03(E); PROVIDED,
HOWEVER, THAT ANYTHING IN SUCH CLAUSES TO THE CONTRARY NOTWITHSTANDING, BORROWER
MAY HAVE A CLAIM AGAINST THE L/C ISSUER, AND THE L/C ISSUER MAY BE LIABLE TO
BORROWER, TO THE EXTENT, BUT ONLY TO THE EXTENT, OF ANY DIRECT, AS OPPOSED TO
CONSEQUENTIAL OR EXEMPLARY, DAMAGES SUFFERED BY BORROWER WHICH 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 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
26
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 LENDER, (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, OR (II) IF, AS OF THE
L/C EXPIRATION DATE, ANY L/C OBLIGATION FOR ANY REASON REMAINS OUTSTANDING,
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 HEREOF, "CASH COLLATERALIZE" MEANS TO PLEDGE AND DEPOSIT WITH OR
DELIVER TO THE LENDER, FOR THE BENEFIT OF ITSELF AND THE L/C ISSUER, AS
COLLATERAL FOR THE L/C OBLIGATIONS, CASH OR DEPOSIT ACCOUNT BALANCES PURSUANT TO
DOCUMENTATION IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER AND THE L/C
ISSUER.
DERIVATIVES OF SUCH TERM HAVE CORRESPONDING MEANINGS.
BORROWER HEREBY
GRANTS TO THE LENDER, FOR THE BENEFIT OF ITSELF AND THE L/C ISSUER, 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
L/C ISSUER AND BORROWER WHEN A LETTER OF CREDIT IS ISSUED, THE RULES OF THE ISP
SHALL APPLY TO STANDBY LETTER OF CREDIT.
(I)
L/C FEES.
BORROWER SHALL PAY TO THE LENDER A L/C FEE (THE "L/C
FEE") FOR EACH LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE TIMES THE DAILY
AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF