ALL LETTERS OF CREDIT HAVE BEEN TERMINATED AND EACH
OF THE LOAN COMMITMENTS HAS BEEN TERMINATED, THIS AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT.
1.18.
LETTER OF CREDIT LIABILITY.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, AND IN THE EVENT ANY LETTERS
OF CREDIT ARE OUTSTANDING AT THE TIME THAT BORROWER TERMINATES THE REVOLVING
LOAN COMMITMENT, THEN (A) WITH RESPECT TO EACH SUCH LETTER OF CREDIT, BORROWER
SHALL EITHER (I) DELIVER TO ADMINISTRATIVE AGENT FOR THE BENEFIT OF ALL LENDERS
WITH A REVOLVING LOAN COMMITMENT A LETTER OF CREDIT IN THE SAME CURRENCY THAT
SUCH LETTER OF CREDIT IS PAYABLE, WITH A TERM THAT EXTENDS 60 DAYS BEYOND THE
EXPIRATION DATE OF SUCH LETTER OF CREDIT, ISSUED BY A BANK SATISFACTORY TO
ADMINISTRATIVE AGENT AND IN AN AMOUNT EQUAL TO 105% OF THE AGGREGATE OUTSTANDING
LETTER OF CREDIT LIABILITY WITH RESPECT TO SUCH LETTER OF CREDIT, WHICH LETTER
OF CREDIT SHALL BE DRAWABLE BY ADMINISTRATIVE AGENT TO REIMBURSE PAYMENTS OF
DRAFTS DRAWN UNDER SUCH LETTER OF
20
CREDIT AND TO PAY ANY FEES AND EXPENSES RELATED THERETO OR (II) IMMEDIATELY
DEPOSIT WITH ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO THE AGGREGATE OUTSTANDING
LETTER OF CREDIT LIABILITY TO ENABLE ADMINISTRATIVE AGENT TO MAKE PAYMENTS UNDER
THE LETTERS OF CREDIT WHEN REQUIRED AND SUCH AMOUNT SHALL BECOME IMMEDIATELY DUE
AND PAYABLE, AND (B) BORROWER SHALL PREPAY THE FEES PAYABLE UNDER SUBSECTION
1.4(E) WITH RESPECT TO ALL SUCH LETTERS OF CREDIT FOR THE FULL REMAINING TERMS
OF SUCH LETTERS OF CREDIT.
UPON TERMINATION OF ANY SUCH LETTER OF CREDIT, THE
UNEARNED PORTION OF SUCH PREPAID FEE ATTRIBUTABLE TO SUCH LETTER OF CREDIT SHALL
BE REFUNDED TO BORROWER.
SECTION 2
AFFIRMATIVE COVENANTS
Borrower covenants and agrees that so long as the Loan Commitments remain in
effect, or any Letter of Credit, any Loan, any interest on any Loan or any fee
payable to Administrative Agent or any Lender hereunder remains outstanding, or
any other amount then due and payable is owing to Administrative Agent or any
Lender hereunder, and unless the Requisite Lenders shall otherwise give their
prior written consent, Borrower shall and shall cause its Subsidiaries to,
perform and comply with all covenants in this Section 2.
2.1.
COMPLIANCE WITH LAWS.
BORROWER WILL
(I) COMPLY WITH AND WILL CAUSE ITS SUBSIDIARIES TO COMPLY WITH THE REQUIREMENTS
OF ALL APPLICABLE LAWS (INCLUDING LAWS, RULES, REGULATIONS AND ORDERS RELATING
TO TAXES, EMPLOYER AND EMPLOYEE CONTRIBUTIONS, SECURITIES, EMPLOYEE RETIREMENT
AND WELFARE BENEFITS, ENVIRONMENTAL PROTECTION MATTERS AND EMPLOYEE HEALTH AND
SAFETY) AS NOW IN EFFECT AND WHICH MAY BE IMPOSED IN THE FUTURE IN ALL
JURISDICTIONS IN WHICH BORROWER OR ANY OF ITS SUBSIDIARIES IS NOW OR HEREAFTER
DOING BUSINESS, OTHER THAN THOSE APPLICABLE LAWS THE NONCOMPLIANCE WITH WHICH
COULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT, (II) OBTAIN AND MAINTAIN AND WILL CAUSE
ITS SUBSIDIARIES TO OBTAIN AND MAINTAIN ALL LICENSES, QUALIFICATIONS AND PERMITS
(INCLUDING THE LICENSES) NOW HELD OR HEREAFTER