and its
obligation to participate in additional Letters of Credit hereunder), in
accordance with Section 10.07.
The Administrative Agent is authorized to
execute one or more of such Assignments and Acceptances as attorney-in-fact for
any Affected Lender failing to execute and deliver the same within 5 Business
Days after the date of such demand.
Further, with respect to such assignment,
the Affected Lender shall have concurrently received, in cash, all amounts due
and owing to the Affected Lender hereunder or under any other Loan Document;
provided that upon such Affected Lender's replacement, such Affected Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.10 and 10.04, as well as to any fees accrued for its
account hereunder and not yet paid, and shall continue to be obligated under
Section 7.09 with respect to losses, obligations, liabilities, damages,
penalties, actions, judgments, costs, expenses or disbursements for matters
which occurred prior to the date the Affected Lender is replaced.
Section 2.21
Issuance of and Drawings and Reimbursement Under Rollup Letters of
Credit.
(a)
The Letter of Credit Commitment.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, (A) EACH ISSUING BANK AGREES, IN RELIANCE UPON THE AGREEMENTS OF
THE OTHER ROLLUP REVOLVING CREDIT LENDERS SET FORTH IN THIS SECTION 2.21,
(1) FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE FINAL TERM
ADVANCE DATE UNTIL THE LETTER OF CREDIT EXPIRATION DATE, TO ISSUE ROLLUP LETTERS
OF CREDIT FOR THE ACCOUNT OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, AND TO
AMEND ROLLUP LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN ACCORDANCE WITH
SUBSECTION (B) BELOW, AND (2) TO HONOR DRAFTS UNDER THE ROLLUP LETTERS OF
CREDIT; AND (B) THE ROLLUP REVOLVING CREDIT LENDERS SEVERALLY AGREE TO
PARTICIPATE IN ROLLUP LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF THE BORROWER
OR ANY OF ITS SUBSIDIARIES; PROVIDED THAT THE ISSUING BANKS SHALL NOT BE
OBLIGATED TO ISSUE ANY ROLLUP LETTER OF CREDIT, AND NO ROLLUP REVOLVING CREDIT
LENDER SHALL BE OBLIGATED TO PARTICIPATE IN ANY ROLLUP LETTER OF CREDIT, IF AS
OF THE DATE OF SUCH ISSUANCE, (X) THE AVAILABLE AMOUNT FOR ALL LETTERS OF CREDIT
ISSUED BY SUCH ISSUING BANK WOULD EXCEED THE LESSER OF THE LETTER OF CREDIT
SUBLIMIT AT SUCH TIME AND SUCH ISSUING BANK'S LETTER OF CREDIT COMMITMENT AT
SUCH TIME, (Y) THE AVAILABLE AMOUNT OF SUCH ROLLUP LETTER OF CREDIT WOULD EXCEED
THE AGGREGATE UNUSED ROLLUP REVOLVING CREDIT COMMITMENTS OR (Z) THE AVAILABLE
AMOUNT OF SUCH ROLLUP LETTER OF CREDIT WOULD EXCEED THE AVAILABILITY AT SUCH
TIME.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE BORROWER'S ABILITY TO OBTAIN ROLLUP LETTERS OF CREDIT SHALL BE FULLY
REVOLVING, AND ACCORDINGLY THE BORROWER MAY, DURING THE FOREGOING PERIOD, OBTAIN
ROLLUP LETTERS OF CREDIT TO REPLACE ROLLUP LETTERS OF CREDIT THAT HAVE EXPIRED
OR THAT HAVE BEEN DRAWN UPON AND REIMBURSED.
(II)
NO ISSUING BANK SHALL BE UNDER ANY
OBLIGATION TO ISSUE