Common use of COAST Clause in Contracts

COAST. Anything contained in this Agreement to the contrary notwithstanding, on and after the Third Amendment Effective Date, (1) each Letter of Credit Notice requesting the issuance of a Letter of Credit pursuant to Subsection 1.16 shall be deemed to be a request for the issuance of a Letter of Credit in the amount so requested (i.e., the Stated Amount) multiplied by 1.08333325 (with each Lender’s participation therein calculated on such basis), and (x) for purposes of Subsections 1.16(C) and 1.16A(i), any such Letter of Credit issued shall be deemed issued in an amount equal to such amount deemed requested, (y) Coast shall have no obligation to purchase or fund any participation therein, and (z) any such Letter of Credit issued by such Issuing Lender shall be in an amount equal to the Stated Amount; (2) any payment or reimbursement of amounts with respect to a drawing under a Letter of Credit issued and outstanding on the Third Amendment Effective Date shall be applied first, to amounts owed with respect to Coast’s participations therein that are funded by Administrative Agent or Issuing Lender (together with unpaid interest accrued thereon) and second, to the Letter of Credit participations of Lenders other than Coast; (3) any payment or reimbursement of amounts with respect to a drawing under any other Letter of Credit shall be applied to the Letter of Credit participations of Lenders other than Coast as if the Letter of Credit Exposure of Coast were zero; and (4) the $2,000,000.00 sublimit under Subsection 1.16(A)(1) with respect to issuances of Letters of Credit shall not be reduced notwithstanding the repudiation and disaffirmation of Coast’s obligations under this Agreement.”

COAST. On February 7, 2003 the FDIC was appointed receiver for Southern Pacific Bank, of which Coast (one of the Lenders) is a division, and on July 17, 2003 Administrative Agent received notice from the FDIC that it had exercised its statutory authority to repudiate and disaffirm Coast’s obligations under this Agreement. Anything contained in this Agreement to the contrary notwithstanding, on and after the Third Amendment Effective Date: (A) Coast shall cease to be a Lender under this Agreement and shall cease to have any right to approve or disapprove any amendment, waiver, or consent hereunder; (1B) each Letter the portion of Credit Notice requesting the issuance of a Letter of Credit pursuant to Subsection 1.16 Revolving Loan Commitment repudiated by Coast shall be deemed to be a request for cancelled and the issuance aggregate Revolving Loan Commitment of a Letter of Credit in the amount so requested (i.e., the Stated Amount) multiplied by 1.08333325 (with each Lender’s participation therein calculated on such basis), and (x) for purposes of Subsections 1.16(C) and 1.16A(i), any such Letter of Credit issued all Lenders shall be deemed issued in an amount equal to such amount deemed requested, (y) Coast shall have no obligation to purchase or fund any participation therein, and (z) any such Letter reduced by the portion of Credit issued by such Issuing Lender shall be in an amount equal to the Stated Amount; (2) any payment or reimbursement of amounts with respect to a drawing under a Letter of Credit issued and outstanding on the Third Amendment Effective Date shall be applied first, to amounts owed with respect to Coast’s participations therein that are funded by Administrative Agent or Issuing Lender (together with unpaid interest accrued thereon) and second, to the Letter of Credit participations of Lenders other than Coast; (3) any payment or reimbursement of amounts with respect to a drawing under any other Letter of Credit shall be applied to the Letter of Credit participations of Lenders other than Coast as if the Letter of Credit Exposure Revolving Loan Commitment of Coast were zero; and (4before giving effect to this clause (B)); (C) the $2,000,000.00 sublimit under Subsection 1.16(A)(1) with respect to issuances of Letters of Credit shall not be reduced notwithstanding the repudiation and disaffirmation of Coast’s obligations under this Agreement; (D) with respect to (i) Revolving Loans to be made, (ii) Letters of Credit issued or to be issued, (iii) all payments to Lenders with respect thereto, and (iv) approvals or disapprovals of amendments, waivers, or consents hereunder, on and after the Third Amendment Effective Date all computations of each Lender’s Pro Rata Share thereof shall be made without regard to the Revolving Loan Commitment, Total Lender Loan Commitment, Letter of Credit Exposure and Loans of Coast, and the portion of the aggregate Revolving Loan Commitments, Total Lender Loan Commitments, Letter of Credit Exposure and Loans of all Lenders held or deemed to be held by Coast, as if each of such amounts were zero; and (E) with respect to Letters of Credit issued and outstanding immediately prior to the Third Amendment Effective Date, all Lenders with Revolving Loan Commitments on the Third Amendment Effective Date shall be deemed to purchase participations therein (in the manner set forth in Subsection 1.16(C)) according to their respective Pro Rata Shares of the remaining Revolving Loan Commitment after giving effect to clauses (B) and (D) above.”