TO HAVE ANY OUTSTANDING LETTERS OF
CREDIT ISSUED BY THE RESIGNING OR REPLACED LETTER OF CREDIT ISSUER REPLACED WITH
LETTERS OF CREDIT ISSUED BY THE SUCCESSOR ISSUER OF LETTERS OF CREDIT OR (II)
THE BORROWER SHALL CAUSE THE SUCCESSOR ISSUER OF LETTERS OF CREDIT, IF SUCH
SUCCESSOR ISSUER IS REASONABLY SATISFACTORY TO THE REPLACED OR RESIGNING LETTER
OF CREDIT ISSUER, TO ISSUE "BACK-STOP" LETTERS OF CREDIT NAMING THE RESIGNING OR
REPLACED LETTER OF CREDIT ISSUER AS BENEFICIARY FOR EACH OUTSTANDING LETTER OF
CREDIT ISSUED BY THE RESIGNING OR REPLACED LETTER OF CREDIT ISSUER, WHICH NEW
LETTERS OF CREDIT SHALL BE DENOMINATED IN THE SAME CURRENCY AS, AND SHALL HAVE A
FACE AMOUNT EQUAL TO, THE LETTERS OF CREDIT BEING BACK-STOPPED AND THE SOLE
REQUIREMENT FOR DRAWING ON SUCH NEW LETTERS OF CREDIT SHALL BE A DRAWING ON THE
CORRESPONDING BACK-STOPPED LETTERS OF CREDIT. AFTER ANY RESIGNING OR REPLACED
LETTER OF CREDIT ISSUER'S RESIGNATION OR REPLACEMENT AS LETTER OF CREDIT ISSUER,
THE PROVISIONS OF THIS AGREEMENT RELATING TO A LETTER OF CREDIT ISSUER SHALL
INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT (A)
WHILE IT WAS A LETTER OF CREDIT ISSUER UNDER THIS AGREEMENT OR (B) AT ANY TIME
WITH RESPECT TO LETTERS OF CREDIT ISSUED BY SUCH LETTER OF CREDIT ISSUER.
(B)
TO THE EXTENT THAT THERE ARE, AT THE TIME OF ANY RESIGNATION OR
REPLACEMENT AS SET FORTH IN CLAUSE (A) ABOVE, ANY OUTSTANDING LETTERS OF CREDIT,
NOTHING HEREIN SHALL BE DEEMED TO IMPACT OR IMPAIR ANY RIGHTS AND OBLIGATIONS OF
ANY OF THE PARTIES HERETO WITH RESPECT TO SUCH OUTSTANDING LETTERS OF CREDIT
(INCLUDING, WITHOUT LIMITATION, ANY OBLIGATIONS RELATED TO THE PAYMENT OF FEES
OR THE REIMBURSEMENT OR FUNDING OF AMOUNTS DRAWN), EXCEPT THAT THE BORROWER, THE
RESIGNING OR REPLACED LETTER OF CREDIT ISSUER AND THE SUCCESSOR ISSUER OF
LETTERS OF CREDIT SHALL HAVE THE OBLIGATIONS REGARDING OUTSTANDING LETTERS OF
CREDIT DESCRIBED IN CLAUSE (A) ABOVE.
3.7.
ROLE OF LETTER OF CREDIT ISSUER. EACH LENDER AND THE BORROWER
AGREE THAT, IN PAYING ANY DRAWING UNDER A LETTER OF CREDIT, THE LETTER OF CREDIT
ISSUER SHALL NOT HAVE ANY RESPONSIBILITY TO OBTAIN ANY DOCUMENT (OTHER THAN ANY
SIGHT DRAFT, CERTIFICATES AND DOCUMENTS EXPRESSLY REQUIRED BY THE LETTER OF
CREDIT) OR TO ASCERTAIN OR INQUIRE AS TO THE VALIDITY OR ACCURACY OF ANY SUCH
DOCUMENT OR THE AUTHORITY OF THE PERSON EXECUTING OR DELIVERING ANY SUCH
DOCUMENT. NONE OF THE LETTER OF CREDIT ISSUER, THE ADMINISTRATIVE AGENT, ANY OF
THEIR RESPECTIVE AFFILIATES NOR ANY CORRESPONDENT, PARTICIPANT OR ASSIGNEE OF
THE LETTER OF CREDIT ISSUER SHALL BE LIABLE TO ANY LENDER FOR (I) ANY ACTION
TAKEN OR OMITTED IN CONNECTION HEREWITH AT THE REQUEST OR WITH THE APPROVAL OF
THE REQUIRED REVOLVING CREDIT LENDERS; (II) ANY ACTION TAKEN OR OMITTED IN THE
ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (III) THE DUE EXECUTION,
EFFECTIVENESS, VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT OR INSTRUMENT RELATED
TO ANY LETTER OF CREDIT OR ISSUER DOCUMENT. THE