AND REMEDIES AS IT MAY HAVE AGAINST THE
BENEFICIARY OR TRANSFEREE AT LAW OR UNDER ANY OTHER AGREEMENT.
NONE OF THE L/C
ISSUERS, THE ADMINISTRATIVE AGENT, ANY OF THEIR RESPECTIVE RELATED PARTIES NOR
ANY CORRESPONDENT, PARTICIPANT OR ASSIGNEE OF THE L/C ISSUERS 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 AN L/C ISSUER, AND
SUCH 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 SUCH L/C ISSUER'S
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR SUCH 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
39
FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, EACH 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 SUCH 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 APPLICABLE 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 LETTER OF CREDIT 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 2.04
AND 8.02(C) SET FORTH CERTAIN ADDITIONAL REQUIREMENTS TO DELIVER CASH COLLATERAL
HEREUNDER.
BORROWER MAY USE FUNDS FROM LOANS TO SATISFY ITS OBLIGATIONS TO CASH
COLLATERALIZE HEREUNDER SUBJECT TO THE TERMS AND CONDITIONS HEREIN WITH RESPECT
TO REQUESTING LOANS.
FOR PURPOSES OF THIS SECTION 2.03, SECTION 2.04 AND
SECTION 8.02(C), "CASH COLLATERALIZE" MEANS TO PLEDGE AND DEPOSIT WITH OR
DELIVER TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE APPLICABLE L/C
ISSUER AND THE 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 APPLICABLE L/C ISSUER (WHICH DOCUMENTS ARE
HEREBY CONSENTED TO BY THE LENDERS).
DERIVATIVES OF SUCH TERM HAVE
CORRESPONDING MEANINGS.
BORROWER HEREBY GRANTS TO THE ADMINISTRATIVE AGENT (OR
ANY REPRESENTATIVE OF THE ADMINISTRATIVE AGENT DESIGNATED BY IT), FOR THE
BENEFIT OF THE L/C ISSUERS AND THE LENDERS, A SECURITY INTEREST IN ALL SUCH
CASH, DEPOSIT ACCOUNTS AND ALL BALANCES THEREIN AND ALL PROCEEDS OF THE
FOREGOING.
CASH COLLATERAL SHALL