MAKE LOANS TERMINATE OR ARE TERMINATED AS PROVIDED IN
SECTION 8.01, EACH ISSUER'S OBLIGATION TO ISSUE FACILITY LETTERS OF CREDIT SHALL
ALSO TERMINATE.
SECTION 2.23.12
OBLIGATIONS OF ISSUER AND OTHER LENDERS.
EXCEPT TO THE EXTENT
THAT A LENDER SHALL HAVE AGREED TO BE DESIGNATED AS AN ISSUER, NO LENDER SHALL
HAVE ANY OBLIGATION TO ACCEPT OR APPROVE ANY REQUEST FOR, OR TO ISSUE, AMEND OR
EXTEND, ANY LETTER OF CREDIT, AND THE OBLIGATIONS OF AN ISSUER TO ISSUE, AMEND
OR EXTEND ANY FACILITY LETTER OF CREDIT ARE EXPRESSLY LIMITED BY AND SUBJECT TO
THE PROVISIONS OF THIS SECTION 2.23.
SECTION 2.23.13
FACILITY LETTER OF CREDIT COLLATERAL ACCOUNT.
THE BORROWER
AGREES THAT IT WILL, UPON THE REQUEST OF THE AGENT OR THE REQUIRED LENDERS AND
UNTIL THE FINAL EXPIRATION DATE OF ANY FACILITY LETTER OF CREDIT AND THEREAFTER
AS LONG AS ANY AMOUNT IS PAYABLE TO THE ISSUER OR THE LENDERS IN RESPECT OF ANY
FACILITY LETTER OF CREDIT, MAINTAIN A SPECIAL COLLATERAL ACCOUNT PURSUANT TO
ARRANGEMENTS SATISFACTORY TO THE AGENT (THE "FACILITY LETTER OF CREDIT
COLLATERAL ACCOUNT") AT THE AGENT'S OFFICE AT THE ADDRESS SPECIFIED PURSUANT TO
SECTION 11.02, IN THE NAME OF THE BORROWER BUT UNDER THE SOLE DOMINION AND
CONTROL OF THE AGENT, FOR THE BENEFIT
39
OF THE LENDERS AND IN WHICH SUCH BORROWER SHALL HAVE NO INTEREST OTHER THAN AS
SET FORTH IN SECTION 8.01.
THE BORROWER HEREBY PLEDGES, ASSIGNS AND GRANTS TO
THE AGENT, ON BEHALF OF AND FOR THE RATABLE BENEFIT OF THE LENDERS AND THE
ISSUER, A SECURITY INTEREST IN ALL OF THE BORROWER'S RIGHT, TITLE AND INTEREST
IN AND TO ALL FUNDS WHICH MAY FROM TIME TO TIME BE ON DEPOSIT IN THE FACILITY
LETTER OF CREDIT COLLATERAL ACCOUNT TO SECURE THE PROMPT AND COMPLETE PAYMENT
AND PERFORMANCE OF (A) THE OBLIGATIONS OF THE BORROWER TO REIMBURSE THE ISSUER
AND (IF APPLICABLE) THE LENDERS FOR AMOUNTS (IF ANY) FROM TIME TO TIME DRAWN ON
FACILITY LETTERS OF CREDIT AND INTEREST THEREON AND OTHER SUMS FROM TIME TO TIME
PAYABLE UNDER REIMBURSEMENT AGREEMENTS, AND (B) IF AND WHEN ALL SUCH OBLIGATIONS
OF THE BORROWER HAVE BEEN PAID IN FULL AND NO FACILITY LETTERS OF CREDIT REMAIN
OUTSTANDING, ALL OTHER OBLIGATIONS.
THE AGENT WILL INVEST ANY FUNDS ON DEPOSIT
FROM TIME TO TIME IN THE FACILITY LETTER OF CREDIT COLLATERAL ACCOUNT IN
CERTIFICATES OF DEPOSIT OF JPMORGAN CHASE BANK HAVING A MATURITY NOT EXCEEDING
30 DAYS.
NOTHING IN THIS SECTION 2.23.13 SHALL EITHER OBLIGATE THE AGENT TO
REQUIRE THE BORROWER TO DEPOSIT ANY FUNDS IN THE FACILITY LETTER OF CREDIT
COLLATERAL ACCOUNT OR LIMIT THE RIGHT OF THE AGENT TO RELEASE ANY FUNDS HELD IN
THE FACILITY LETTER OF CREDIT COLLATERAL ACCOUNT IN EACH CASE OTHER THAN AS
REQUIRED BY SECTION 8.01.
SECTION 2.23.14
ISSUER'S RIGHTS.
ALL OF THE REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS OF THE BORROWER TO THE LENDERS UNDER THIS AGREEMENT AND
OF THE BORROWER UNDER ANY OTHER LOAN DOCUMENT SHALL INURE TO THE BENEFIT OF EACH
ISSUER (UNLESS THE CONTEXT