CLASS A REVOLVING LENDER PURSUANT TO SECTION 2.18(E) TO REIMBURSE THE ISSUING
BANK SHALL BE FOR THE ACCOUNT OF SUCH LENDER TO THE EXTENT OF SUCH PAYMENT.
(I)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND
BE CONTINUING, ON THE BUSINESS DAY THAT BORROWER RECEIVES NOTICE FROM THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE LOANS
HAS BEEN ACCELERATED, REVOLVING LENDERS WITH LC EXPOSURE REPRESENTING GREATER
THAN 50% OF THE TOTAL LC EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL
PURSUANT TO THIS PARAGRAPH, BORROWER SHALL DEPOSIT ON TERMS AND IN ACCOUNTS
SATISFACTORY TO THE COLLATERAL AGENT, IN THE NAME OF THE COLLATERAL AGENT AND
FOR THE BENEFIT OF THE CLASS A REVOLVING LENDERS, AN AMOUNT IN CASH EQUAL TO THE
LC EXPOSURE AS OF SUCH DATE PLUS ANY ACCRUED AND UNPAID INTEREST THEREON;
PROVIDED THAT THE OBLIGATION TO DEPOSIT SUCH CASH COLLATERAL SHALL BECOME
EFFECTIVE IMMEDIATELY, AND SUCH DEPOSIT SHALL BECOME IMMEDIATELY DUE AND
PAYABLE, WITHOUT DEMAND OR OTHER NOTICE OF ANY KIND, UPON THE OCCURRENCE OF ANY
EVENT OF DEFAULT WITH RESPECT TO BORROWER DESCRIBED IN SECTION 8.01(G) OR (H).
FUNDS SO DEPOSITED SHALL BE APPLIED BY THE COLLATERAL AGENT TO REIMBURSE THE
ISSUING BANK FOR LC DISBURSEMENTS FOR WHICH IT HAS NOT BEEN REIMBURSED AND, TO
THE EXTENT NOT SO APPLIED, SHALL BE HELD FOR THE SATISFACTION OF OUTSTANDING
REIMBURSEMENT OBLIGATIONS OR, IF THE MATURITY OF THE LOANS HAS BEEN ACCELERATED
(BUT SUBJECT TO THE CONSENT OF CLASS A REVOLVING LENDERS WITH LC EXPOSURE
REPRESENTING GREATER THAN 50% OF THE TOTAL LC EXPOSURE), BE APPLIED TO SATISFY
OTHER OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT.
IF BORROWER IS REQUIRED TO
PROVIDE AN AMOUNT OF CASH COLLATERAL HEREUNDER AS A RESULT OF THE OCCURRENCE OF
AN EVENT OF DEFAULT, SUCH AMOUNT PLUS ANY ACCRUED INTEREST OR REALIZED PROFITS
WITH RESPECT TO SUCH AMOUNTS (TO THE EXTENT NOT APPLIED AS AFORESAID) SHALL BE
RETURNED TO BORROWER WITHIN THREE BUSINESS DAYS AFTER ALL EVENTS OF DEFAULT HAVE
BEEN CURED OR WAIVED.
(J)
ADDITIONAL ISSUING BANKS.
BORROWER MAY, AT ANY TIME AND FROM
TIME TO TIME, DESIGNATE ONE OR MORE ADDITIONAL CLASS A REVOLVING LENDERS TO ACT
AS AN ISSUING BANK UNDER THE TERMS OF THIS AGREEMENT, WITH THE CONSENT OF THE
ADMINISTRATIVE AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), THE
ISSUING BANK AND SUCH CLASS A REVOLVING LENDER(S).
ANY LENDER DESIGNATED AS AN
ISSUING BANK PURSUANT TO THIS PARAGRAPH (J) SHALL BE DEEMED (IN ADDITION TO
BEING A CLASS A REVOLVING LENDER) TO BE THE ISSUING BANK WITH RESPECT TO LETTERS
OF CREDIT ISSUED OR TO BE ISSUED BY SUCH CLASS A REVOLVING LENDER, AND ALL
REFERENCES HEREIN AND IN THE OTHER LOAN DOCUMENTS TO THE TERM "ISSUING BANK"
SHALL, WITH RESPECT TO SUCH LETTERS OF CREDIT, BE DEEMED TO REFER TO SUCH
REVOLVING LENDER IN ITS CAPACITY AS ISSUING BANK, AS THE CONTEXT SHALL REQUIRE.
ANY REVOLVING LENDER DESIGNATED AS AN ISSUING BANK PURSUANT TO THIS PARAGRAPH
(J) SHALL HAVE ALL THE RIGHTS