LETTER OF CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID
OR INSUFFICIENT IN ANY RESPECT OR ANY STATEMENT THEREIN BEING UNTRUE OR
INACCURATE IN ANY RESPECT WHATSOEVER;
(IV)
ANY AFFILIATION BETWEEN THE LC ISSUER AND
ADMINISTRATIVE AGENT; OR
(V)
TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW, ANY OTHER CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO
ANY OF THE FOREGOING.
(E)
DEPOSIT OBLIGATIONS OF BORROWERS.
IN THE
EVENT ANY LETTERS OF CREDIT ARE OUTSTANDING AT THE TIME THAT BORROWERS PREPAY OR
ARE REQUIRED TO REPAY THE OBLIGATIONS IN FULL OR THE REVOLVING LOAN COMMITMENT
IS TERMINATED IN FULL, BORROWERS SHALL (I) DEPOSIT WITH ADMINISTRATIVE AGENT FOR
THE BENEFIT OF ALL REVOLVING LENDERS CASH IN AN AMOUNT EQUAL TO ONE HUNDRED AND
FIVE PERCENT (105%) OF THE AGGREGATE OUTSTANDING LETTER OF CREDIT LIABILITY TO
BE AVAILABLE TO ADMINISTRATIVE AGENT, FOR ITS BENEFIT AND THE BENEFIT OF ISSUERS
OF LENDER LETTERS OF CREDIT,
TO REIMBURSE PAYMENTS OF DRAFTS DRAWN UNDER SUCH
LETTERS OF CREDIT AND PAY ANY FEES AND EXPENSES RELATED THERETO AND (II) PREPAY
THE FEE PAYABLE UNDER SECTION 2.5(B) WITH RESPECT TO SUCH LETTERS OF CREDIT FOR
THE FULL REMAINING TERMS OF SUCH LETTERS OF CREDIT.
UPON TERMINATION OF ANY
SUCH LETTER OF CREDIT AND PROVIDED NO EVENT OF DEFAULT THEN EXISTS, THE UNEARNED
PORTION OF SUCH PREPAID FEE ATTRIBUTABLE TO SUCH LETTER OF CREDIT SHALL BE
REFUNDED TO BORROWERS, TOGETHER WITH THE DEPOSIT DESCRIBED IN THE PRECEDING
CLAUSE (I) ATTRIBUTABLE TO SUCH LETTER OF CREDIT, BUT ONLY TO THE EXTENT NOT
PREVIOUSLY APPLIED BY ADMINISTRATIVE AGENT IN THE MANNER DESCRIBED HEREIN
PROVIDED, THAT IF AN EVENT OF DEFAULT THEN EXISTS, ADMINISTRATIVE AGENT MAY
EITHER RETAIN SUCH PORTION OF THE DEPOSIT AND UNEARNED PORTION OF SUCH PREPAID
FEE AS CASH COLLATERAL TO SECURE THE OBLIGATIONS AND/OR APPLY ANY OR ALL SUCH
AMOUNTS AGAINST THEN OUTSTANDING OBLIGATIONS; PROVIDED, FURTHER, THAT UPON THE
CURE OR WAIVER OF SUCH EVENT OF DEFAULT, AND IF NO OTHER EVENT OF DEFAULT THEN
EXISTS, THE ADMINISTRATIVE AGENT SHALL PROMPTLY RETURN THE APPLICABLE PORTION OF
THE DEPOSIT DESCRIBED IN
42
CLAUSE (I) ABOVE TO BORROWERS, BUT ONLY TO THE EXTENT NOT PREVIOUSLY APPLIED BY
ADMINISTRATIVE AGENT IN THE MANNER DESCRIBED ABOVE.
(F)
PARTICIPATIONS IN SUPPORT AGREEMENTS AND
LENDER LETTERS OF CREDIT.
(I)
CONCURRENTLY WITH THE ISSUANCE OF EACH
SUPPORTED LETTER OF CREDIT, ADMINISTRATIVE AGENT SHALL BE DEEMED TO HAVE SOLD
AND TRANSFERRED TO EACH REVOLVING LENDER (OTHER THAN ANY NON-FUNDING REVOLVING
LENDERS AT THE TIME OF SUCH ISSUANCE), AND EACH SUCH REVOLVING LENDER SHALL BE
DEEMED IRREVOCABLY AND IMMEDIATELY TO HAVE PURCHASED AND RECEIVED FROM
ADMINISTRATIVE AGENT, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND
PARTICIPATION IN, TO THE EXTENT OF SUCH LENDER'S PRO RATA SHARE OF THE REVOLVING
LOAN COMMITMENT, ADMINISTRATIVE AGENT'S SUPPORT AGREEMENT LIABILITIES AND
OBLIGATIONS IN RESPECT OF SUCH LETTERS OF CREDIT AND BORROWERS' REIMBURSEMENT
OBLIGATIONS WITH RESPECT THERETO (CALCULATED TO DISREGARD ANY INTEREST OF ANY
NON-FUNDING REVOLVING LENDER IN THE REVOLVING LOANS).
CONCURRENTLY WITH THE
ISSUANCE OF EACH LENDER LETTER OF CREDIT,