IN
ACCORDANCE WITH ITS 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 (THE "FACILITY LC COLLATERAL ACCOUNT") AT
THE ADMINISTRATIVE AGENT'S OFFICE AT THE ADDRESS SPECIFIED PURSUANT TO
ARTICLE XIV, IN THE NAME OF SUCH BORROWER BUT UNDER THE SOLE DOMINION AND
CONTROL OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS AND IN WHICH
SUCH BORROWER SHALL HAVE NO INTEREST OTHER THAN AS SET FORTH IN SECTION 9.1.
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 OBLIGATIONS IN ACCORDANCE WITH SECTIONS 2.2.1(B) AND
9.1.
THE
ADMINISTRATIVE AGENT WILL INVEST ANY FUNDS ON DEPOSIT FROM TIME TO TIME IN THE
FACILITY LC COLLATERAL ACCOUNT IN CERTIFICATES OF DEPOSIT OF BANK ONE HAVING A
MATURITY NOT EXCEEDING 30 DAYS.
NOTHING IN THIS SECTION 2.20.11 SHALL EITHER
OBLIGATE THE ADMINISTRATIVE AGENT TO REQUIRE THE BORROWER TO DEPOSIT ANY FUNDS
IN THE FACILITY LC COLLATERAL ACCOUNT OR LIMIT THE RIGHT OF THE ADMINISTRATIVE
AGENT TO RELEASE ANY FUNDS HELD IN THE FACILITY LC COLLATERAL ACCOUNT IN EACH
CASE OTHER THAN AS REQUIRED BY THIS AGREEMENT.
2.20.12
RIGHTS AS A LENDER.
IN ITS CAPACITY AS A LENDER, THE LC
ISSUER SHALL HAVE THE SAME RIGHTS AND OBLIGATIONS AS ANY OTHER LENDER.
2.21
REPLACEMENT OF LENDER.
IF THE BORROWER IS
REQUIRED PURSUANT TO SECTION 3.1, 3.2 OR 3.5 TO MAKE ANY ADDITIONAL PAYMENT TO
ANY LENDER OR IF ANY LENDER'S OBLIGATION TO MAKE OR CONTINUE, OR TO CONVERT
FLOATING RATE ADVANCES INTO, EURODOLLAR ADVANCES SHALL BE SUSPENDED PURSUANT TO
SECTION 3.3 (ANY LENDER SO AFFECTED AN "AFFECTED LENDER"), THE BORROWER MAY
ELECT, IF SUCH AMOUNTS CONTINUE TO BE CHARGED OR SUCH SUSPENSION IS STILL
EFFECTIVE, TO REPLACE SUCH AFFECTED LENDER AS A LENDER PARTY TO THIS