CASES BE FULLY PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS
AGREEMENT IN ACCORDANCE WITH A REQUEST OF, OR AT THE DIRECTION 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.
THE LC ISSUER MAY, AS CONDITION TO TAKING OR
REFUSING TO TAKE ANY ACTION UNDER THIS AGREEMENT, REQUIRE THAT 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, REFUSING
OR CONTINUING TO TAKE ANY SUCH ACTION; PROVIDED THAT THIS SECTION 2.20.8 SHALL
NOT AFFECT THE BORROWER'S RIGHTS AGAINST THE LENDERS UNDER THE TERMS OF THIS
AGREEMENT.
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 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 ISSUER'S FAILURE TO PAY UNDER ANY FACILITY LC AFTER THE
PRESENTATION TO IT OF A REQUEST STRICTLY
27
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