PROFITS WITH RESPECT TO SUCH AMOUNTS (TO THE
EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED TO US BORROWERS WITHIN THREE
BUSINESS DAYS AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
(J)
ADDITIONAL ISSUING BANKS.
US BORROWERS MAY, AT ANY TIME AND FROM
TIME TO TIME, DESIGNATE ONE OR MORE ADDITIONAL REVOLVING LENDERS TO ACT AS AN
ISSUING BANK UNDER THE TERMS OF THIS AGREEMENT, WITH THE CONSENT OF THE US
ADMINISTRATIVE AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), THE
ISSUING BANK AND SUCH REVOLVING LENDER(S).
ANY LENDER DESIGNATED AS AN ISSUING
BANK PURSUANT TO THIS PARAGRAPH (J) SHALL BE DEEMED (IN ADDITION TO BEING A
REVOLVING LENDER) TO BE THE ISSUING BANK WITH RESPECT TO LETTERS OF CREDIT
ISSUED OR TO BE ISSUED BY SUCH REVOLVING LENDER, AND ALL REFERENCES HEREIN AND
IN THE OTHER LOAN DOCUMENTS TO THE TERM "ISSUING BANK" SHALL, WITH RESPECT TO
SUCH LETTERS OF CREDIT, BE DEEMED TO REFER TO SUCH REVOLVING LENDER IN ITS
CAPACITY AS ISSUING BANK, AS THE CONTEXT SHALL REQUIRE.
(K)
RESIGNATION OR REMOVAL OF THE ISSUING BANK.
THE ISSUING BANK MAY
RESIGN AS ISSUING BANK HEREUNDER AT ANY TIME UPON AT LEAST 30 DAYS' PRIOR NOTICE
TO THE LENDERS, THE ADMINISTRATIVE AGENTS AND ADMINISTRATIVE BORROWER.
THE
ISSUING BANK MAY BE REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG US
BORROWERS, EACH AGENT, THE REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING
BANK.
US ADMINISTRATIVE AGENT SHALL NOTIFY THE LENDERS OF ANY SUCH REPLACEMENT
OF THE ISSUING BANK OR ANY SUCH ADDITIONAL ISSUING BANK.
AT THE TIME ANY SUCH
RESIGNATION OR REPLACEMENT SHALL BECOME EFFECTIVE, US BORROWERS SHALL PAY ALL
UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE REPLACED ISSUING BANK PURSUANT TO
SECTION 2.05(C).
FROM AND AFTER THE EFFECTIVE DATE OF ANY SUCH RESIGNATION OR
REPLACEMENT OR ADDITION, AS APPLICABLE, (I) THE SUCCESSOR OR ADDITIONAL ISSUING
BANK SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF THE ISSUING BANK UNDER THIS
AGREEMENT WITH RESPECT TO LETTERS OF CREDIT TO BE ISSUED BY IT THEREAFTER AND
(II) REFERENCES HEREIN TO THE TERM "ISSUING BANK" SHALL BE DEEMED TO REFER TO
SUCH SUCCESSOR OR
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SUCH ADDITION OR TO ANY PREVIOUS ISSUING BANK, OR TO SUCH SUCCESSOR OR SUCH
ADDITION AND ALL PREVIOUS ISSUING BANKS, AS THE CONTEXT SHALL REQUIRE.
AFTER
THE RESIGNATION OR REPLACEMENT OF AN ISSUING BANK HEREUNDER, THE REPLACED
ISSUING BANK SHALL REMAIN A PARTY HERETO AND SHALL CONTINUE TO HAVE ALL THE
RIGHTS AND OBLIGATIONS OF AN ISSUING BANK UNDER THIS AGREEMENT WITH RESPECT TO
LETTERS OF CREDIT ISSUED BY IT PRIOR TO SUCH RESIGNATION OR REPLACEMENT, BUT
SHALL NOT BE REQUIRED TO ISSUE ADDITIONAL LETTERS OF CREDIT.
IF AT ANY TIME
THERE IS MORE THAN ONE ISSUING BANK HEREUNDER, US BORROWERS MAY, IN THEIR
DISCRETION, SELECT WHICH ISSUING BANK IS TO ISSUE ANY PARTICULAR LETTER OF
CREDIT.
(L)
OTHER.
THE ISSUING BANK SHALL BE UNDER NO OBLIGATION TO ISSUE
ANY LETTER OF CREDIT IF
(I)
ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY