THAN
CONTINGENT INDEMNITY, EXPENSE REIMBURSEMENT AND TAX GROSS-UP PAYMENTS FOR WHICH
NO CLAIM HAS BEEN ASSERTED) SHALL HAVE BEEN PAID AND SATISFIED IN FULL IN CASH.
1.16
LETTER OF CREDIT LIABILITY.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND AT THE DIRECTION OF
ADMINISTRATIVE AGENT, AND IN THE EVENT ANY LETTERS OF CREDIT ARE OUTSTANDING AT
THE TIME THAT BORROWER TERMINATES THE REVOLVER 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 REVOLVER 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 103% 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 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.
1.17
DEFAULTING LENDERS.
(A)
LETTERS OF CREDIT.
(I)
IF ANY REVOLVING LENDER BECOMES, AND
DURING THE PERIOD IT REMAINS, A DEFAULTING LENDER OR A POTENTIAL DEFAULTING
LENDER, IF ANY LETTER OF CREDIT IS AT THE TIME OUTSTANDING, ANY ISSUING LENDER
(X) MAY BY NOTICE TO BORROWER AND SUCH DEFAULTING LENDER OR POTENTIAL DEFAULTING
LENDER THROUGH ADMINISTRATIVE AGENT, REQUIRE BORROWER, SUCH DEFAULTING LENDER OR
SUCH POTENTIAL DEFAULTING LENDER TO CASH COLLATERALIZE THE OBLIGATIONS OF
BORROWER TO SUCH ISSUING LENDER IN RESPECT OF SUCH LETTER OF CREDIT IN AN AMOUNT
EQUAL TO THE PRO RATA SHARE OF THE LETTER OF CREDIT LIABILITY
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(CONTINGENT OR OTHERWISE) OF SUCH DEFAULTING LENDER OR SUCH POTENTIAL DEFAULTING
LENDER, AS THE CASE MAY BE, IN RESPECT THEREOF, AND (Y) WILL NOT BE REQUIRED TO
AMEND OR EXTEND SUCH LETTER OF CREDIT UNLESS ISSUING LENDER IS REASONABLY
SATISFIED THAT ANY EXPOSURE THAT WOULD RESULT THEREFROM IS ELIMINATED OR FULLY
COVERED, WHETHER BY CASH COLLATERALIZATION OR OTHERWISE; PROVIDED THAT, AT
BORROWER'S OPTION, INSTEAD OF SUCH CASH COLLATERALIZATION, BORROWER MAY, BY
NOTICE TO ADMINISTRATIVE AGENT AND ISSUING LENDER, ELECT TO REALLOCATE ALL OR
ANY PART OF THE DEFAULTING LENDER'S OR POTENTIAL DEFAULTING LENDER'S PRO RATA
SHARE OF LETTER OF THE CREDIT LIABILITY WITH RESPECT TO SUCH LETTER OF CREDIT
AMONG ALL REVOLVER