THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN
PART, WHICH MAY PROVE TO BE INVALID OR INEFFECTIVE FOR ANY REASON; (C) THE
FAILURE OF THE BENEFICIARY OF ANY LETTER OF CREDIT TO COMPLY DULY WITH
CONDITIONS REQUIRED IN ORDER TO DRAW UPON SUCH LETTER OF CREDIT; (D) ERRORS,
OMISSIONS, INTERRUPTIONS, OR DELAYS IN TRANSMISSION OR DELIVERY OF ANY MESSAGES,
BY MAIL, CABLE, TELEGRAPH, TELEX OR OTHERWISE, WHETHER OR NOT THEY BE IN CIPHER;
(E) ERRORS IN INTERPRETATION OF TECHNICAL TERMS; (F) ANY LOSS OR DELAY IN THE
TRANSMISSION OR OTHERWISE OF ANY DOCUMENT REQUIRED IN ORDER TO MAKE A DRAWING
UNDER ANY LETTER OF CREDIT OR OF THE PROCEEDS THEREOF; (G) THE MISAPPLICATION BY
THE BENEFICIARY OF ANY LETTER OF CREDIT OF THE PROCEEDS OF ANY DRAWING UNDER
SUCH LETTER 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.
(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.
9
(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 OR FRC AS APPLICABLE, 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