ACCOUNTANTS AND OTHER EXPERTS SELECTED BY SUCH LC ISSUER.
EACH LC ISSUER SHALL BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY
ACTION
32
UNDER THIS AGREEMENT UNLESS IT SHALL FIRST HAVE RECEIVED SUCH ADVICE OR
CONCURRENCE OF THE REQUIRED LENDERS AS IT REASONABLY DEEMS APPROPRIATE OR 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 OR CONTINUING TO TAKE ANY SUCH ACTION. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS SECTION 2.20, EACH LC ISSUER SHALL IN ALL CASES BE FULLY
PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT IN
ACCORDANCE WITH A REQUEST 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.
2.20.9
INDEMNIFICATION.
THE BORROWER HEREBY AGREES TO INDEMNIFY AND HOLD
HARMLESS EACH LENDER, EACH LC ISSUER AND THE AGENT, AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS
AND DAMAGES, LOSSES, LIABILITIES, REASONABLE COSTS OR EXPENSES WHICH SUCH
LENDER, SUCH LC ISSUER OR THE AGENT MAY INCUR (OR WHICH MAY BE CLAIMED AGAINST
SUCH LENDER, SUCH LC ISSUER OR THE 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, REASONABLE COSTS OR EXPENSES WHICH ANY 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 SUCH 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 SUCH 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 SUCH LC ISSUER,
EVIDENCING THE APPOINTMENT OF SUCH SUCCESSOR BENEFICIARY; PROVIDED THAT THE
BORROWER SHALL NOT BE REQUIRED TO INDEMNIFY ANY LENDER, ANY LC ISSUER OR THE
AGENT FOR ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES TO THE
EXTENT, BUT ONLY TO THE EXTENT, (X) CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE OF THE APPLICABLE LC ISSUER IN DETERMINING WHETHER A REQUEST
PRESENTED UNDER ANY FACILITY LC ISSUED BY SUCH LC ISSUER COMPLIED WITH THE TERMS
OF SUCH FACILITY LC OR (Y) CAUSED BY ANY LC ISSUER'S FAILURE TO PAY UNDER ANY
FACILITY LC ISSUED BY SUCH LC ISSUER AFTER THE PRESENTATION TO IT OF A REQUEST
STRICTLY COMPLYING WITH THE TERMS AND CONDITIONS OF SUCH FACILITY LC, OR