RESTRICTED
SUBSIDIARY, THE BORROWERS SHALL BE OBLIGATED TO REIMBURSE THE L/C ISSUER
HEREUNDER FOR ANY AND ALL DRAWINGS UNDER SUCH LETTER OF CREDIT.
THE BORROWERS
HEREBY ACKNOWLEDGE THAT THE ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNT OF
RESTRICTED SUBSIDIARIES INURES TO THE BENEFIT OF THE BORROWERS, AND THAT THE
BORROWERS' BUSINESS DERIVES SUBSTANTIAL BENEFITS FROM THE BUSINESSES OF SUCH
RESTRICTED SUBSIDIARIES.
(M)
ADDITIONAL L/C ISSUERS.
CCR 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 ADMINISTRATIVE
AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED), THE L/C
ISSUER AND SUCH REVOLVING LENDER(S).
ANY LENDER DESIGNATED AS AN ISSUING BANK
PURSUANT TO THIS PARAGRAPH (M) SHALL BE DEEMED (IN ADDITION TO BEING A REVOLVING
LENDER) TO BE THE L/C ISSUER 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 "L/C ISSUER" SHALL, WITH RESPECT TO SUCH LETTERS OF
CREDIT, BE DEEMED TO REFER TO SUCH REVOLVING LENDER IN ITS CAPACITY AS L/C
ISSUER, AS THE CONTEXT SHALL REQUIRE.
(N)
RESIGNATION OR REMOVAL OF THE L/C ISSUER.
THE L/C ISSUER MAY
RESIGN AS L/C ISSUER HEREUNDER AT ANY TIME UPON AT LEAST 30 DAYS' PRIOR NOTICE
TO THE LENDERS, THE ADMINISTRATIVE AGENT AND THE BORROWERS.
THE L/C ISSUER MAY
BE REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG THE BORROWERS, EACH AGENT,
THE REPLACED L/C ISSUER AND THE SUCCESSOR L/C ISSUER.
THE ADMINISTRATIVE AGENT
SHALL NOTIFY THE LENDERS OF ANY SUCH REPLACEMENT OF THE L/C ISSUER OR ANY SUCH
ADDITIONAL L/C ISSUER.
AT THE TIME ANY SUCH RESIGNATION OR REPLACEMENT SHALL
BECOME EFFECTIVE, THE BORROWERS SHALL PAY ALL UNPAID FEES ACCRUED AND THEN DUE
FOR THE ACCOUNT OF THE REPLACED L/C ISSUER PURSUANT TO SECTION 2.03(I).
FROM
AND AFTER THE EFFECTIVE DATE OF ANY SUCH RESIGNATION OR REPLACEMENT OR ADDITION,
AS APPLICABLE, (I) THE SUCCESSOR OR ADDITIONAL L/C ISSUER SHALL HAVE ALL THE
RIGHTS AND OBLIGATIONS OF THE L/C ISSUER UNDER THIS AGREEMENT WITH RESPECT TO
LETTERS OF CREDIT TO BE ISSUED BY IT THEREAFTER AND (II) REFERENCES HEREIN TO
THE TERM "L/C ISSUER" SHALL BE DEEMED TO REFER TO SUCH SUCCESSOR OR SUCH
ADDITION OR TO ANY PREVIOUS L/C ISSUER, OR TO SUCH SUCCESSOR OR SUCH ADDITION
AND ALL PREVIOUS L/C ISSUERS, AS THE CONTEXT SHALL REQUIRE.
AFTER THE
RESIGNATION OR REPLACEMENT OF AN L/C ISSUER HEREUNDER, THE REPLACED L/C ISSUER
SHALL REMAIN A PARTY HERETO AND SHALL CONTINUE TO HAVE ALL THE RIGHTS AND
OBLIGATIONS OF AN L/C ISSUER 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 L/C ISSUER HEREUNDER, THE BORROWERS MAY, IN ITS DISCRETION, SELECT
WHICH L/C ISSUER IS TO ISSUE ANY PARTICULAR