PAYOR OR CONVERT SUCH PAYMENT TO THE CURRENCY OF SUCH
LETTER OF CREDIT AND APPLY THE NET PROCEEDS TO PAYMENT OF AMOUNTS DUE IN RESPECT
OF SUCH LETTER OF CREDIT IN ACCORDANCE WITH THIS AGREEMENT, PROVIDED THAT (I)
AMOUNTS DUE IN RESPECT OF SUCH LETTER OF CREDIT SHALL BE DEEMED TO HAVE BEEN
PAID ONLY TO THE EXTENT OF THE NET PROCEEDS, IF ANY, SO APPLIED BY THE
ADMINISTRATIVE AGENT AND (II) THE ADMINISTRATIVE AGENT SHALL HAVE NO LIABILITY
TO ANY CREDIT PARTY, LENDER OR ANY OTHER PERSON ARISING OUT OF OR RELATING TO
SUCH CONVERSION OF FUNDS OR THE EXCHANGE RATE UTILIZED IN CONNECTION THEREWITH,
IN EACH CASE EXCEPT TO THE EXTENT OF THE ADMINISTRATIVE AGENT'S OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
(L)
REPLACEMENT OF THE ISSUING BANK.
THE
ISSUING BANK MAY BE REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG THE COMPANY,
THE ADMINISTRATIVE
43
AGENT, THE REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING BANK.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE LENDERS OF ANY SUCH REPLACEMENT OF THE
ISSUING BANK.
AT THE TIME ANY SUCH REPLACEMENT SHALL BECOME EFFECTIVE, THE
COMPANY SHALL PAY ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE REPLACED
ISSUING BANK PURSUANT TO SECTION 2.07(C).
FROM AND AFTER THE EFFECTIVE DATE OF
ANY SUCH REPLACEMENT, (I) THE SUCCESSOR 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 OR INCORPORATED THEREAFTER AND (II) REFERENCES HEREIN TO
THE TERM "ISSUING BANK" SHALL BE DEEMED TO REFER TO SUCH SUCCESSOR OR TO ANY
PREVIOUS ISSUING BANK, OR TO SUCH SUCCESSOR AND ALL PREVIOUS ISSUING BANKS, AS
THE CONTEXT SHALL REQUIRE.
AFTER THE 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 REPLACEMENT, BUT SHALL
NOT BE REQUIRED TO ISSUE ADDITIONAL LETTERS OF CREDIT.
(M)
WITHDRAWAL OF OUTSTANDING LETTERS OF CREDIT
FROM AGREEMENT.
THE COMPANY MAY, WITH THE CONSENT OF THE ISSUING BANK ISSUING
SUCH LETTER OF CREDIT, WHICH CONSENT MAY BE GIVEN OR WITHHELD IN ITS SOLE
DISCRETION, ELECT TO HAVE ANY UNDRAWN LETTER OF CREDIT ISSUED HEREUNDER NO
LONGER DEEMED TO BE A LETTER OF CREDIT OUTSTANDING HEREUNDER.
THE COMPANY MAY
MAKE SUCH ELECTION BY DELIVERING TO THE ADMINISTRATIVE AGENT A NOTICE OF LETTER
OF CREDIT WITHDRAWAL, SIGNED BY THE COMPANY AND THE ISSUING BANK, IN THE FORM
ATTACHED AS EXHIBIT F, WHEREUPON SUCH LETTER OF CREDIT SHALL CEASE TO BE LETTER
OF CREDIT FOR ALL PURPOSES HEREOF.
(N)
COLLATERALIZATION OF LC OVERAGE. IF FOR ANY
REASON THE LC EXPOSURE EXCEEDS $150,000,000, THEN UPON REQUEST OF THE REQUISITE
LENDERS, THE COMPANY SHALL DEPOSIT IN AN ACCOUNT WITH THE ADMINISTRATIVE AGENT,
IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR THE BENEFIT OF THE LENDERS, AN
AMOUNT IN CASH IN DOLLARS EQUAL TO THE LC