ACCOUNT, APPLY SUCH FUNDS TO THE PAYMENT OF THE
REIMBURSEMENT OBLIGATIONS AND (IF AN EVENT OF DEFAULT UNDER SECTION 6.01 (A) OR
(B) HAS OCCURRED AND IS CONTINUING) ANY OTHER AMOUNTS AS SHALL FROM TIME TO TIME
HAVE BECOME DUE AND PAYABLE BY THE BORROWERS TO THE BANKS OR THE ISSUING BANKS
UNDER THE LOAN DOCUMENTS.
(C)
AT ANY TIME WHILE ANY EVENT OF DEFAULT IS OUTSTANDING, NEITHER THE
BORROWERS NOR ANY PERSON CLAIMING ON BEHALF OF OR THROUGH ANY BORROWER SHALL
HAVE ANY RIGHT TO WITHDRAW ANY OF THE FUNDS HELD IN THE LETTER OF CREDIT
COLLATERAL ACCOUNT. AFTER ALL OF THE REIMBURSEMENT OBLIGATIONS HAVE BEEN PAID IN
FULL IN CASH, ALL OUTSTANDING LETTERS OF CREDIT HAVE EXPIRED AND THE COMMITMENTS
HAVE BEEN TERMINATED, ANY FUNDS REMAINING IN THE LETTER OF CREDIT COLLATERAL
ACCOUNT SHALL (UNLESS AN EVENT OF DEFAULT UNDER SECTION 6.01(A) OR (B) HAS
OCCURRED AND IS CONTINUING, IN WHICH CASE SUCH FUNDS MAY BE APPLIED IN
ACCORDANCE WITH THE IMMEDIATELY PRECEDING SECTION 6.02(B)) BE RETURNED BY THE
AGENT TO THE COMPANY OR PAID TO WHOMEVER MAY BE LEGALLY ENTITLED THERETO AT SUCH
TIME.
ARTICLE VII
THE AGENT AND THE EURO-AGENT
SECTION 7.01. AUTHORIZATION AND ACTION. ON AND AS OF THE RESTATEMENT DATE, EACH
BANK HEREBY APPOINTS CITIBANK AS AGENT AND EACH BANK HEREBY APPOINTS AND
AUTHORIZES EACH OF THE AGENT AND THE EURO-AGENT TO TAKE SUCH ACTION AS AGENT ON
ITS BEHALF AND TO EXERCISE POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO THE
AGENT BY THE TERMS HEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY
INCIDENTAL THERETO. AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OR COLLECTION OF THE
NOTES), NEITHER
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THE AGENT NOR THE EURO-AGENT SHALL BE REQUIRED TO EXERCISE ANY DISCRETION OR
TAKE ANY ACTION, BUT SHALL BE REQUIRED TO ACT OR TO REFRAIN FROM ACTING (AND
SHALL BE FULLY PROTECTED IN SO ACTING OR REFRAINING FROM ACTING) UPON THE
INSTRUCTIONS OF THE MAJORITY BANKS, AND SUCH INSTRUCTIONS SHALL BE BINDING UPON
ALL BANKS AND ALL HOLDERS OF NOTES; PROVIDED, HOWEVER, THAT NEITHER THE AGENT
NOR THE EURO-AGENT SHALL BE REQUIRED TO TAKE ANY ACTION WHICH EXPOSES THE AGENT
OR THE EURO-AGENT TO PERSONAL LIABILITY OR WHICH IS CONTRARY TO THIS AGREEMENT
OR APPLICABLE LAW. EACH OF THE AGENT AND THE EURO-AGENT AGREES TO GIVE TO EACH
BANK PROMPT NOTICE OF EACH WRITTEN NOTICE GIVEN TO IT BY THE COMPANY PURSUANT TO
THE TERMS OF THIS AGREEMENT.
SECTION 7.02. AGENT'S RELIANCE, ETC. NEITHER THE AGENT, THE EURO-AGENT, OR ANY
AFFILIATE OF EITHER OF THEM, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
AGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN
BY IT OR THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT FOR ITS OR
THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE
GENERALITY OF THE FOREGOING, EACH OF THE AGENT AND THE EURO-AGENT:
(I) MAY TREAT THE BANK THAT MADE ANY ADVANCE AS THE