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