AND DISBURSEMENTS), CLAIM, DEMAND, ACTION, LOSS OR LIABILITY
(EXCEPT SUCH AS RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
LC ISSUER OR ITS RELATED INDEMNITIES OR SUCH 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 2.19 OR ANY ACTION TAKEN OR
OMITTED BY SUCH INDEMNITEES HEREUNDER.
2.19.11.
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 ANY 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 SUCH BORROWER BUT UNDER THE SOLE DOMINION AND
25
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 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 EACH 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 REIMBURSEMENT 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 CITIBANK HAVING A MATURITY NOT EXCEEDING THIRTY (30)
DAYS.
NOTHING IN THIS SECTION 2.19.11 SHALL EITHER OBLIGATE THE BORROWER TO
DEPOSIT ANY FUNDS IN THE FACILITY LC COLLATERAL ACCOUNT, 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 SECTION 8.1 OR SECTION 2.19.13.
2.19.12.
RIGHTS AS A LENDER.
IN ITS CAPACITY AS A LENDER, EACH LC
ISSUER SHALL HAVE THE SAME RIGHTS AND OBLIGATIONS AS ANY OTHER LENDER.
2.19.13.
EXTENDED FACILITY LETTERS OF CREDIT.
ANYTHING CONTAINED IN
SECTION 2.19.1 TO THE CONTRARY NOTWITHSTANDING, FACILITY LCS MAY BE ISSUED WITH
EXPIRY DATES LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO THE FACILITY TERMINATION
DATE UPON THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 2.19.13 (ANY SUCH
FACILITY LC, AN "EXTENDED FACILITY LC"), PROVIDED THAT NO EXTENDED FACILITY LC
SHALL HAVE AN EXPIRY DATE LATER THAN ONE (1) YEAR AFTER THE FACILITY TERMINATION
DATE.
ON THE LATER OF (A) THE DATE OF ISSUANCE OF ANY EXTENDED FACILITY LC AND
(B) THE DATE THIRTY