FROM LOSS TO THE SAME
EXTENT SUCH INDEMNITORS AGREE TO INDEMNIFY TRAVELERS AS PROVIDED IN SECTION 3.1,
BY SATISFYING SUCH PRINCIPAL'S OBLIGATIONS UNDER THE CONTRACT(S) AND OBTAINING
EITHER A WITHDRAWAL OF ALL CLAIMS AGAINST TRAVELERS UNDER THE BOND(S) OR A
GENERAL RELEASE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
INDEMNITOR WHICH IS NOT A WHOLLY-OWNED SUBSIDIARY OF HOLDINGS (OTHER THAN NORTH
AMERICAN SITE DEVELOPERS, INC.) SHALL EXONERATE TRAVELERS ONLY AS TO BONDS
ISSUED FOR OR ON BEHALF OF SUCH INDEMNITOR.
SECTION 3.3
CASH COLLATERAL.
UPON REFUSAL OR FAILURE OF ANY PRINCIPAL TO
EXONERATE TRAVELERS IN ACCORDANCE WITH THE TERMS HEREOF, INDEMNITORS AGREE
WITHIN TEN (10) DAYS OF DEMAND THEREFOR TO DEPOSIT WITH TRAVELERS AN AMOUNT OF
MONEY OR OTHER COLLATERAL OF VALUE ADEQUATE IN THE REASONABLE JUDGMENT OF
TRAVELERS TO EXONERATE TRAVELERS, SUCH FUNDS TO BE HELD BY TRAVELERS AS
COLLATERAL PURSUANT TO DOCUMENTATION REASONABLY ACCEPTABLE TO TRAVELERS, WITH
THE RIGHT TO USE SUCH FUNDS OR ANY PART THEREOF AT ANY TIME IN PAYMENT OR
COMPROMISE OF SUCH LOSS, AND IN WHICH FUNDS INDEMNITORS DO HEREBY GRANT TO
TRAVELERS A SECURITY INTEREST TO SECURE SUCH LOSS.
UNEXPENDED FUNDS BY
TRAVELERS PURSUANT TO A REQUEST FOR EXONERATION HEREUNDER SHALL BE REPAID TO
HOLDINGS AND ITS SUBSIDIARIES WHEN THE LIABILITY OF TRAVELERS ARISING OUT OF THE
EVENT FOR WHICH EXONERATION WAS REQUESTED HAS BEEN RESOLVED TO THE REASONABLE
SATISFACTION OF TRAVELERS AND TRAVELERS SHALL HAVE BEEN FURNISHED WITH FULL
RELEASES OF ALL LIABILITY UNDER A SURETY OBLIGATION AND HAVE BEEN REIMBURSED IN
FULL FOR ALL LOSS.
INTEREST EARNED (IF ANY) UPON FUNDS HELD BY TRAVELERS
PURSUANT TO A REQUEST FOR EXONERATION UNDER THIS SECTION WHICH IS NOT OTHERWISE
EXPENDED IN ACCORDANCE WITH THIS SECTION SHALL BE PAID TO HOLDINGS AND ITS
SUBSIDIARIES.
SECTION 3.4
WAIVER OF CLAIMS AND HOLD HARMLESS.
EACH INDEMNITOR SPECIFICALLY
AGREES TO PROTECT, INDEMNIFY AND HOLD HARMLESS TRAVELERS, EACH OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS AND ITS ATTORNEYS-IN-FACT AGAINST ANY AND ALL LOSS
THAT MAY IN ANY WAY ARISE IN CONNECTION WITH THIS AGREEMENT AND THE OTHER
UNDERWRITING DOCUMENTS AND THE POWERS HEREIN GRANTED, SPECIFICALLY WAIVING ANY
CLAIM WHICH ANY INDEMNITOR HAS OR MIGHT HEREAFTER HAVE AGAINST TRAVELERS OR ITS
ATTORNEYS-IN-FACT ON ACCOUNT OF ANYTHING DONE IN ENFORCING THE TERMS OF THIS
AGREEMENT, THE BOND(S) OR ANY OTHER UNDERWRITING DOCUMENT EXCEPT FOR ANY LOSS
DUE TO THE GROSS NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT OF TRAVELERS.
UNTIL ALL OBLIGATIONS OWING TO TRAVELERS HEREUNDER HAVE BEEN PAID IN FULL, EACH
INDEMNITOR HEREBY WAIVES AND RELINQUISHES IN FAVOR OF
14
TRAVELERS any claim or right to payment that such INDEMNITOR may have or
hereafter have or acquire against any PRINCIPAL or other INDEMNITOR by
subrogation, indemnification, contribution or otherwise.
SECTION 3.5
WITHDRAWAL FROM AND TERMINATION OF AGREEMENT.
(A)EACH INDEMNITOR
EXPRESSLY RECOGNIZES AND COVENANTS THIS AGREEMENT AS ITS CONTINUING OBLIGATION
TO PROTECT TRAVELERS FROM ALL LOSS.
ANY INDEMNITOR MAY NOTIFY TRAVELERS IN
WRITING OF SUCH INDEMNITOR'S WITHDRAWAL FROM THIS AGREEMENT; AND SUCH NOTICE
SHALL STATE WHEN, NOT LESS THAN FIFTEEN