TO THE ADMINISTRATIVE AGENT, UPON THE ADMINISTRATIVE AGENT'S REQUEST,
SCHEDULES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, SHOWING THE DATE OF ISSUE, ACCOUNT PARTY, AND AMOUNT EXPIRATION DATE AND
THE REFERENCE NUMBER OF EACH LETTER OF CREDIT ISSUED BY IT OUTSTANDING AT ANY
TIME DURING SUCH MONTH AND THE AGGREGATE AMOUNT PAYABLE BY THE BORROWER DURING
SUCH MONTH.
IN ADDITION, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, THE
ISSUING BANK SHALL FURNISH TO THE ADMINISTRATIVE AGENT COPIES OF ANY LETTER OF
CREDIT AND ANY APPLICATION FOR OR REIMBURSEMENT AGREEMENT WITH RESPECT TO A
LETTER OF CREDIT TO WHICH THE ISSUING BANK IS PARTY AND SUCH OTHER DOCUMENTATION
AS MAY REASONABLY BE REQUESTED BY THE ADMINISTRATIVE AGENT.
UPON THE REQUEST OF
ANY LENDER, THE ADMINISTRATIVE AGENT WILL PROVIDE TO SUCH LENDER INFORMATION
CONCERNING SUCH LETTERS OF CREDIT.
43
3.10
INDEMNIFICATION; EXONERATION.
(A)
IN ADDITION TO AMOUNTS PAYABLE AS ELSEWHERE
PROVIDED IN THIS ARTICLE III, THE BORROWER HEREBY AGREES TO PROTECT, INDEMNIFY,
PAY AND SAVE HARMLESS THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND EACH LENDER
FROM AND AGAINST ANY AND ALL LIABILITIES AND COSTS WHICH THE ADMINISTRATIVE
AGENT, SUCH ISSUING BANK OR SUCH LENDER MAY INCUR OR BE SUBJECT TO AS A
CONSEQUENCE, DIRECT OR INDIRECT, OF (I) THE ISSUANCE OF ANY LETTER OF CREDIT
OTHER THAN, IN THE CASE OF THE APPLICABLE ISSUING BANK, TO THE EXTENT RESULTING
FROM ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY THE FINAL
JUDGMENT OF A COURT OF COMPETENT JURISDICTION, OR (II) THE FAILURE OF THE
APPLICABLE ISSUING BANK TO HONOR A DRAWING UNDER A LETTER OF CREDIT AS A RESULT
OF ANY ACT OR OMISSION, WHETHER RIGHTFUL OR WRONGFUL, OF ANY PRESENT OR FUTURE
DE JURE OR DE FACTO GOVERNMENTAL AUTHORITY (ALL SUCH ACTS OR OMISSIONS HEREIN
CALLED "GOVERNMENTAL ACTS").
(B)
AS AMONG THE BORROWER, THE LENDERS, THE
ADMINISTRATIVE AGENT AND THE ISSUING BANK, THE BORROWER ASSUMES ALL RISKS OF THE
ACTS AND OMISSIONS OF, OR MISUSE OF SUCH LETTER OF CREDIT BY, THE BENEFICIARY OF
ANY LETTER OF CREDIT.
IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING,
SUBJECT TO THE PROVISIONS OF THE LETTER OF CREDIT APPLICATIONS AND LETTER OF
CREDIT REIMBURSEMENT AGREEMENTS EXECUTED BY THE BORROWER AT THE TIME OF REQUEST
FOR ANY LETTER OF CREDIT, NEITHER THE ADMINISTRATIVE AGENT, THE ISSUING BANK NOR
ANY LENDER SHALL BE RESPONSIBLE (IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT IN CONNECTION THEREWITH, AS DETERMINED BY THE FINAL JUDGMENT OF A
COURT OF COMPETENT JURISDICTION):
(I) FOR THE FORM, VALIDITY, SUFFICIENCY,
ACCURACY, GENUINENESS OR LEGAL EFFECT OF ANY DOCUMENT SUBMITTED BY ANY PARTY IN
CONNECTION WITH THE APPLICATION FOR AND ISSUANCE OF A LETTER OF CREDIT, EVEN IF
IT SHOULD IN FACT PROVE TO BE IN ANY OR ALL RESPECTS INVALID, INSUFFICIENT,
INACCURATE, FRAUDULENT OR FORGED; (II) 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