ISSUING BANK SHALL RESIGN AS ISSUING BANK UNDER THIS
AGREEMENT, THEN THE BORROWERS SHALL APPOINT FROM AMONG THE LENDERS (WITH THE
CONSENT OF SUCH LENDER) WITH COMMITMENTS A SUCCESSOR ISSUER OF LETTERS OF
CREDIT, WHEREUPON SUCH SUCCESSOR ISSUER SHALL SUCCEED TO THE RIGHTS, POWERS AND
DUTIES OF THE ISSUING BANK, AND THE TERM "ISSUING BANK" SHALL MEAN SUCH
SUCCESSOR ISSUER EFFECTIVE UPON SUCH APPOINTMENT (EXCEPT WITH RESPECT TO LETTERS
OF CREDIT ISSUED BY THE RESIGNING ISSUING BANK).
AFTER THE RESIGNATION OF THE
ISSUING BANK HEREUNDER, THE RESIGNING ISSUING BANK SHALL REMAIN A PARTY HERETO
AND SHALL CONTINUE TO HAVE ALL THE RIGHTS AND OBLIGATIONS OF AN ISSUING BANK
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WITH RESPECT TO LETTERS OF
CREDIT ISSUED BY IT PRIOR TO SUCH RESIGNATION, BUT SHALL NOT BE REQUIRED TO
ISSUE ADDITIONAL LETTERS OF CREDIT.
AFTER ANY RETIRING ISSUING BANK'S
RESIGNATION AS ISSUING BANK, THE PROVISIONS OF THIS AGREEMENT
37
RELATING TO THE ISSUING BANK SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN
OR OMITTED TO BE TAKEN BY IT (A) WHILE IT WAS ISSUING BANK UNDER THIS AGREEMENT
OR (B) AT ANY TIME WITH RESPECT TO LETTERS OF CREDIT ISSUED BY SUCH ISSUING
BANK.
(G)
CASH COLLATERAL.
(I)
UPON THE REQUEST OF THE REQUIRED LENDERS IF, AS OF THE L/C
MATURITY DATE, THERE ARE ANY LETTERS OF CREDIT OUTSTANDING, THE BORROWERS SHALL
IMMEDIATELY CASH COLLATERALIZE THE THEN LETTERS OF CREDIT OUTSTANDING.
(II)
THE ADMINISTRATIVE AGENT ACTING IN ITS REASONABLE DISCRETION,
MAY, AT ANY TIME AND FROM TIME TO TIME AFTER THE INITIAL DEPOSIT OF CASH
COLLATERAL, REQUEST THAT ADDITIONAL CASH COLLATERAL BE PROVIDED IN THE EVENT
SUCH CASH COLLATERAL PREVIOUSLY PROVIDED IS INADEQUATE AS A RESULT OF EXCHANGE
RATE FLUCTUATIONS.
(III)
IF ANY EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, THE
ADMINISTRATIVE AGENT OR THE LENDERS WITH LETTER OF CREDIT EXPOSURE REPRESENTING
GREATER THAN 50% OF THE TOTAL LETTER OF CREDIT EXPOSURE MAY REQUIRE THAT THE L/C
OBLIGATIONS BE CASH COLLATERALIZED.
2.05
PREPAYMENTS.
(A)
THE BORROWERS MAY, UPON NOTICE TO THE ADMINISTRATIVE AGENT, AT ANY
TIME OR FROM TIME TO TIME VOLUNTARILY PREPAY REVOLVING LOANS IN WHOLE OR IN PART
WITHOUT PREMIUM OR PENALTY; PROVIDED THAT (I) SUCH NOTICE MUST BE RECEIVED BY
THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (A) THREE BUSINESS DAYS PRIOR
TO ANY DATE OF PREPAYMENT OF FIXED PERIOD EURODOLLAR LOANS, (B) ONE BUSINESS DAY
PRIOR TO ANY DATE OF PREPAYMENT OF DAILY FLOATING EURODOLLAR LOANS AND (C) ON
THE DATE OF PREPAYMENT OF BASE RATE LOANS; (II) ANY PREPAYMENT OF FIXED PERIOD
EURODOLLAR LOANS AND DAILY FLOATING EURODOLLAR LOANS SHALL BE IN A PRINCIPAL
AMOUNT OF $5,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF; AND
(III) ANY PREPAYMENT OF BASE RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF
$500,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF OR, IN EACH CASE, IF
LESS, THE ENTIRE PRINCIPAL AMOUNT THEREOF THEN OUTSTANDING.
EACH SUCH NOTICE
SHALL SPECIFY THE DATE AND AMOUNT OF