OR TO THE PRINCIPAL AMOUNT
WITH RESPECT TO THE SECURITIES, AS DIRECTED SOLELY BY THE HOLDERS OF A MAJORITY
IN THE AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES; PROVIDED THAT
(I) ANY SUCH DIRECTION TO THE TRUSTEE SHALL STATE A REASONABLY CALCULATED DRAW
AMOUNT SUCH THAT THE HOLDERS DO NOT RECEIVE A PAYMENT WHICH, WHEN ADDED TOGETHER
WITH ALL PAYMENTS, PREPAYMENTS AND REDEMPTIONS ON THE SECURITIES (INCLUDING ANY
PAYMENTS TO BE MADE IN CONNECTION WITH SUCH CHANGE OF CONTROL), DOES NOT EXCEED
THE AGGREGATE PRINCIPAL AMOUNT OF THE SECURITIES PLUS ALL ACCRUED INTEREST
THEREON (INCLUDING ADDITIONAL INTEREST) AND (B) IN THE EVENT OF SUCH AN EXCESS
BEING DRAWN, SUCH EXCESS SHALL BE PAID TO THE COMPANY OR ITS SUCCESSOR.
THE
TRUSTEE SHALL GIVE THE COMPANY WRITTEN NOTICE OF ANY SUCH APPLICATION OF FUNDS.
(E)
IN ADDITION, THE TRUSTEE SHALL, AS DIRECTED BY THE HOLDERS OF A
MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES, DRAW IN
FULL ANY LETTER OF CREDIT:
(I) IF THE TRUSTEE AND THE COLLATERAL MANAGER HAVE
RECEIVED A NOTICE FROM THE ISSUING BANK OR THE
59
COMPANY THAT THE APPLICABLE LETTER OF CREDIT WILL NOT BE RENEWED AND A
SUBSTITUTE LETTER OF CREDIT IS NOT PROVIDED AT LEAST FIFTEEN (15) BUSINESS DAYS
PRIOR TO THE DATE ON WHICH THE OUTSTANDING LETTER OF CREDIT IS SCHEDULED TO
EXPIRE; (II) [OMITTED]; OR (III) IF THE TRUSTEE HAS RECEIVED NOTICE FROM EITHER
THE ISSUING BANK OR THE COMPANY THAT THE BANK ISSUING ANY LETTER OF CREDIT SHALL
CEASE TO BE AN ELIGIBLE INSTITUTION AND THE COMPANY HAS NOT REPLACED THE
OUTSTANDING LETTERS OF CREDIT WITH SUBSTITUTE LETTERS OF CREDIT FROM AN ELIGIBLE
INSTITUTION WITHIN FIVE (5) BUSINESS DAYS OF NOTICE TO THE COMPANY THEREOF.
THE
COMPANY AGREES THAT IT WILL PROMPTLY NOTIFY, IN WRITING, THE TRUSTEE AND THE
HOLDERS OF A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE SECURITIES OF THE
OCCURRENCE OF ANY EVENT SET FORTH IN CLAUSE (I) OR (III) OF THE PRECEDING
SENTENCE. THE TRUSTEE SHALL APPLY ALL OR ANY PART OF THE PROCEEDS DRAWN ON ANY
LETTER OF CREDIT PURSUANT TO SECTION 10.6 (B).
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THE ABOVE, THE TRUSTEE SHALL NOT BE LIABLE FOR ANY LOSSES
SUSTAINED BY ANY PERSON DUE TO THE INSOLVENCY OF THE BANK ISSUING ANY LETTER OF
CREDIT.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
INCLUDING ARTICLE XII, THE COMPANY COVENANTS AND AGREES THAT (I) EACH LETTER OF
CREDIT SHALL BE THE INDEPENDENT OBLIGATION OF THE ELIGIBLE INSTITUTION ISSUING
SUCH LETTER OF CREDIT AND THAT THE COMPANY HAS NO RIGHT, TITLE, OR INTEREST IN
ANY LETTER OF CREDIT WHATSOEVER AND (II) THE TRUSTEE SHALL HAVE THE RIGHT TO
DRAW UPON ANY LETTER OF CREDIT AS SET FORTH IN THIS SECTION 10.6 AND MAY APPLY
SUCH PROCEEDS TO ANY AMOUNTS THEN DUE AND OWING AND/OR TO BECOME DUE AND OWING
WITH RESPECT TO THE SECURITIES, AS DIRECTED BY THE HOLDERS OF A MAJORITY IN
AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES AND ANY