IN ITS REASONABLE
DISCRETION) AT LEAST EQUAL TO 103% OF TOTAL OUTSTANDINGS (INCLUDING ACCRUED AND
UNPAID INTEREST, FEES AND OTHER AMOUNTS DUE HEREUNDER) IN THE SPECIFIED
INVESTMENT ACCOUNT (SUCH REQUIREMENT BEING REFERRED TO AS THE "DEPOSIT
REQUIREMENT"); PROVIDED, HOWEVER, THAT FOR PURPOSES OF DETERMINING COMPLIANCE
WITH THE DEPOSIT REQUIREMENT, THE AMOUNT OF ANY COLLATERAL COVERAGE SHORTFALL
DEPOSITS THEN ON DEPOSIT IN THE SPECIFIED INVESTMENT ACCOUNT SHALL BE EXCLUDED.
IF THE BORROWER'S OBLIGATION TO MAKE SUCH DEPOSIT AROSE SOLELY UNDER THE
FOREGOING CLAUSE (I), NO EVENT OF DEFAULT HAS OCCURRED THAT IS CONTINUING AND
THE CURRENT APPRAISED VALUE OF THE ELIGIBLE COLLATERAL IS NOT LESS THAN THE
COLLATERAL COVERAGE THRESHOLD, IMMEDIATELY AFTER THE BORROWER IS ABLE TO
DEMONSTRATE TO THE AGENT'S SATISFACTION THAT CASH LIQUIDITY IS GREATER THAN
$2,250,000,000, THE BORROWER SHALL BE ENTITLED TO WITHDRAW CASH EQUIVALENT
SECURITIES ON DEPOSIT IN THE SPECIFIED INVESTMENT ACCOUNT TO THE EXTENT THAT THE
VALUE THEREOF (AS DETERMINED BY THE AGENT IN ITS REASONABLE DISCRETION) EXCEEDS
THE AMOUNT OF ANY COLLATERAL COVERAGE SHORTFALL DEPOSITS THEN ON DEPOSIT IN THE
SPECIFIED INVESTMENT ACCOUNT.
(B)
WITHOUT LIMITING ANY OTHER RIGHT OR REMEDY,
IF THE BORROWER FAILS TO COMPLY WITH THE DEPOSIT REQUIREMENT THE AGENT MAY
TRANSFER CASH AND OTHER PROPERTY HELD IN ANY OF THE PLEDGED ACCOUNTS TO THE
SPECIFIED INVESTMENT ACCOUNT IN AN AMOUNT SUFFICIENT TO SATISFY THE DEPOSIT
REQUIREMENT.
SECTION 2.11
OPTIONAL PREPAYMENTS.
THE BORROWER MAY PREPAY BASE RATE ADVANCES
AND LIBOR ADVANCES, IN WHOLE OR IN PART, AT ANY TIME, WITHOUT PREMIUM OR
PENALTY; PROVIDED THAT SUCH PREPAYMENT SHALL BE MADE ON A BUSINESS DAY AND THE
BORROWER SHALL GIVE PRIOR NOTICE TO THE AGENT OF ANY SUCH PREPAYMENT UNDER THIS
SECTION 2.11 NOT LATER THAN 1:00 P.M. ON SUCH BUSINESS DAY.
EACH PARTIAL
PREPAYMENT SHALL BE IN AN AGGREGATE AMOUNT FOR ALL THE LENDERS OF (X) IN THE
CASE OF BASE RATE ADVANCES, $1,000,000 OR A WHOLE MULTIPLE THEREOF, AND (Y) IN
THE CASE OF LIBOR ADVANCES, $10,000,000, OR IF GREATER, IN WHOLE MULTIPLES OF
$5,000,000 IN EXCESS THEREOF; PROVIDED THAT IF A LIBOR ADVANCE IS PREPAID ON A
DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, THE
BORROWER SHALL ALSO PAY ANY AMOUNTS OWING PURSUANT TO SECTION 2.26.
AMOUNTS
PAID OR PREPAID ON LOANS UNDER THIS SECTION 2.11 MAY BE REBORROWED UPON THE
TERMS AND SUBJECT TO THE CONDITIONS AND LIMITATIONS OF THIS AGREEMENT.
31
Terms of the Letter of Credit Facility
SECTION 2.12
LETTERS OF CREDIT. UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF
THIS AGREEMENT, THE LETTER OF CREDIT ISSUER AGREES TO ISSUE LETTERS OF CREDIT
FOR THE ACCOUNT OF THE BORROWER FROM TIME TO TIME BETWEEN THE EFFECTIVE DATE AND
THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE, IN SUCH AMOUNTS IN U.S. DOLLARS AS
THE BORROWER SHALL REQUEST; PROVIDED, HOWEVER, THAT NO LETTER OF CREDIT WILL BE
ISSUED IN ANY AMOUNT THAT, AFTER GIVING EFFECT TO SUCH ISSUANCE AND THE
CONCOMITANT LOANS TO BE MADE PURSUANT TO SECTION 2.13 IN CONNECTION WITH