SECTION 2.20.7 IS INTENDED TO LIMIT THE RIGHT OF THE BORROWER TO
MAKE A CLAIM AGAINST THE LC ISSUER FOR DAMAGES AS CONTEMPLATED BY THE PROVISO TO
THE FIRST SENTENCE OF SECTION 2.20.6.
2.20.8
ACTIONS OF LC ISSUER.
THE LC ISSUER SHALL BE ENTITLED TO RELY, AND
SHALL BE FULLY PROTECTED IN RELYING, UPON ANY FACILITY LC, DRAFT, WRITING,
RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, CABLEGRAM,
TELEGRAM, TELECOPY, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER
DOCUMENT BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED, SENT
OR MADE BY THE PROPER PERSON OR PERSONS, AND UPON ADVICE AND STATEMENTS OF LEGAL
COUNSEL, INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY THE LC ISSUER.
THE LC ISSUER SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY ACTION
UNDER THIS AGREEMENT UNLESS IT SHALL FIRST HAVE RECEIVED SUCH ADVICE OR
CONCURRENCE OF THE REQUIRED LENDERS AS IT REASONABLY DEEMS APPROPRIATE OR IT
SHALL FIRST BE INDEMNIFIED TO ITS REASONABLE SATISFACTION BY THE LENDERS AGAINST
ANY AND ALL LIABILITY AND EXPENSE WHICH MAY BE INCURRED BY IT BY REASON OF
TAKING OR CONTINUING TO TAKE ANY SUCH ACTION. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS SECTION 2.20, THE LC ISSUER SHALL IN ALL CASES BE FULLY
PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT IN
ACCORDANCE WITH A REQUEST OF THE REQUIRED LENDERS, AND SUCH REQUEST AND ANY
ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE BINDING UPON THE
LENDERS AND ANY FUTURE HOLDERS OF A PARTICIPATION IN ANY FACILITY LC.
2.20.9
INDEMNIFICATION.
THE BORROWER HEREBY AGREES TO INDEMNIFY AND HOLD
HARMLESS EACH LENDER, THE LC ISSUER AND THE ADMINISTRATIVE AGENT, AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND
ALL CLAIMS AND DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES WHICH SUCH
LENDER, THE LC ISSUER OR THE ADMINISTRATIVE AGENT MAY INCUR (OR WHICH MAY BE
CLAIMED AGAINST SUCH LENDER, THE LC ISSUER OR THE ADMINISTRATIVE AGENT BY ANY
PERSON WHATSOEVER) BY REASON OF OR IN CONNECTION WITH THE ISSUANCE, EXECUTION
AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY FACILITY LC
OR ANY ACTUAL OR PROPOSED USE OF ANY FACILITY LC, INCLUDING, WITHOUT LIMITATION,
ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES WHICH THE LC ISSUER
MAY INCUR BY REASON OF OR IN CONNECTION WITH (I) THE FAILURE OF ANY OTHER LENDER
TO FULFILL OR COMPLY WITH ITS OBLIGATIONS TO THE LC ISSUER HEREUNDER (BUT
NOTHING HEREIN CONTAINED SHALL AFFECT ANY RIGHTS THE BORROWER MAY HAVE AGAINST
ANY DEFAULTING LENDER) OR (II) BY REASON OF OR ON ACCOUNT OF THE LC ISSUER
ISSUING ANY FACILITY LC WHICH SPECIFIES THAT THE TERM "BENEFICIARY" INCLUDED
THEREIN INCLUDES ANY SUCCESSOR BY OPERATION OF LAW OF THE NAMED BENEFICIARY, BUT
WHICH FACILITY LC DOES NOT REQUIRE THAT ANY DRAWING BY ANY SUCH SUCCESSOR
BENEFICIARY BE ACCOMPANIED BY A COPY OF A LEGAL DOCUMENT, SATISFACTORY TO THE LC
ISSUER, EVIDENCING THE APPOINTMENT OF SUCH SUCCESSOR BENEFICIARY; PROVIDED THAT
THE BORROWER