SHALL NOT BE REQUIRED TO INDEMNIFY ANY LENDER, THE LC ISSUER OR THE
ADMINISTRATIVE AGENT FOR ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS OR
EXPENSES TO THE EXTENT, BUT ONLY TO THE EXTENT, CAUSED BY (X) THE WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OF THE LC ISSUER IN DETERMINING WHETHER A REQUEST
PRESENTED UNDER ANY FACILITY LC COMPLIED WITH THE TERMS OF SUCH FACILITY LC OR
(Y) THE LC
36
ISSUER'S FAILURE TO PAY UNDER ANY FACILITY LC AFTER THE PRESENTATION TO IT OF A
REQUEST STRICTLY COMPLYING WITH THE TERMS AND CONDITIONS OF SUCH FACILITY LC.
NOTHING IN THIS SECTION 2.20.9 IS INTENDED TO LIMIT THE OBLIGATIONS OF THE
BORROWER UNDER ANY OTHER PROVISION OF THIS AGREEMENT.
2.20.10
LENDERS' INDEMNIFICATION.
EACH LENDER SHALL, RATABLY IN ACCORDANCE
WITH ITS REVOLVING LOAN PRO RATA SHARE, INDEMNIFY THE LC ISSUER, ITS AFFILIATES
AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES (TO THE EXTENT
NOT REIMBURSED BY THE BORROWER) AGAINST ANY COST, EXPENSE (INCLUDING REASONABLE
COUNSEL FEES AND DISBURSEMENTS), CLAIM, DEMAND, ACTION, LOSS OR LIABILITY
(EXCEPT SUCH AS RESULT FROM SUCH INDEMNITEES' GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OR THE LC ISSUER'S FAILURE TO PAY UNDER ANY FACILITY LC AFTER THE
PRESENTATION TO IT OF A REQUEST STRICTLY COMPLYING WITH THE TERMS AND CONDITIONS
OF THE FACILITY LC) THAT SUCH INDEMNITEES MAY SUFFER OR INCUR IN CONNECTION WITH
THIS SECTION 2.20 OR ANY ACTION TAKEN OR OMITTED BY SUCH INDEMNITEES HEREUNDER.
2.20.11
FACILITY LC COLLATERAL ACCOUNT.
THE BORROWER AGREES THAT IT WILL, UPON
THE REQUEST OF THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS AND UNTIL THE
FINAL EXPIRATION DATE OF ANY FACILITY LC AND THEREAFTER AS LONG AS ANY AMOUNT IS
PAYABLE TO THE LC ISSUER OR THE LENDERS IN RESPECT OF ANY FACILITY LC, MAINTAIN
A SPECIAL COLLATERAL ACCOUNT PURSUANT TO ARRANGEMENTS SATISFACTORY TO THE
ADMINISTRATIVE AGENT (THE "FACILITY LC COLLATERAL ACCOUNT") AT THE
ADMINISTRATIVE AGENT'S OFFICE AT THE ADDRESS SPECIFIED PURSUANT TO ARTICLE XIII,
IN THE NAME OF THE BORROWER BUT UNDER THE SOLE DOMINION AND CONTROL OF THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS AND IN WHICH THE BORROWER
SHALL HAVE NO INTEREST OTHER THAN AS SET FORTH IN SECTION 8.1.
THE BORROWER
HEREBY PLEDGES, ASSIGNS AND GRANTS TO THE ADMINISTRATIVE AGENT, ON BEHALF OF AND
FOR THE RATABLE BENEFIT OF THE LENDERS AND THE LC 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 LC COLLATERAL ACCOUNT TO SECURE
THE PROMPT AND COMPLETE PAYMENT AND PERFORMANCE OF THE SECURED OBLIGATIONS.
THE
ADMINISTRATIVE AGENT WILL INVEST ANY FUNDS ON DEPOSIT FROM TIME TO TIME IN THE
FACILITY LC COLLATERAL ACCOUNT IN CERTIFICATES OF DEPOSIT OF JPMORGAN HAVING A
MATURITY NOT EXCEEDING 30 DAYS.
NOTHING IN THIS SECTION 2.20.11 SHALL EITHER
REQUIRE THE BORROWER OR ANY GUARANTOR TO DEPOSIT ANY FUNDS IN THE FACILITY LC
COLLATERAL ACCOUNT OR LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT TO RELEASE ANY
FUNDS HELD