REVOLVING LENDERS OF ANY SUCH REPLACEMENT OF AN ISSUING BANK.
AT THE TIME ANY
SUCH REPLACEMENT SHALL BECOME EFFECTIVE, THE BORROWERS SHALL PAY ALL UNPAID FEES
ACCRUED FOR THE ACCOUNT OF THE REPLACED ISSUING BANK PURSUANT TO
SECTION 2.12(B).
FROM AND AFTER THE EFFECTIVE DATE OF ANY SUCH REPLACEMENT,
(I) THE SUCCESSOR ISSUING BANK SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF THE
REPLACED ISSUING BANK UNDER THIS AGREEMENT WITH RESPECT TO LETTERS OF CREDIT TO
BE ISSUED THEREAFTER AND (II) REFERENCES HEREIN TO THE TERM "ISSUING BANK" SHALL
BE DEEMED TO REFER TO SUCH SUCCESSOR OR TO ANY PREVIOUS ISSUING BANK, OR TO SUCH
SUCCESSOR AND ALL PREVIOUS ISSUING BANKS, AS THE CONTEXT SHALL REQUIRE.
AFTER
THE REPLACEMENT OF AN ISSUING BANK HEREUNDER, THE REPLACED ISSUING BANK SHALL
REMAIN A PARTY HERETO AND SHALL CONTINUE TO HAVE ALL THE RIGHTS AND OBLIGATIONS
OF AN ISSUING BANK UNDER THIS AGREEMENT WITH RESPECT TO LETTERS OF CREDIT ISSUED
BY IT PRIOR TO SUCH REPLACEMENT, BUT SHALL NOT BE REQUIRED TO ISSUE ADDITIONAL
LETTERS OF CREDIT.
(J)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND
BE CONTINUING, ON THE BUSINESS DAY THAT THE BORROWER AGENT RECEIVES NOTICE FROM
THE 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, UPON SUCH DEMAND, THE BORROWERS SHALL DEPOSIT, IN AN
50
ACCOUNT WITH THE AGENT, IN THE NAME OF THE AGENT AND FOR THE BENEFIT OF THE
REVOLVING LENDERS (THE "LC COLLATERAL ACCOUNT"), AN AMOUNT IN CASH EQUAL TO 103%
OF THE LC EXPOSURE AS OF SUCH DATE; 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 ANY BORROWER
DESCRIBED IN CLAUSE (G) OR (H) OF ARTICLE VII.
SUCH DEPOSIT SHALL BE HELD BY
THE AGENT AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE SECURED
OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF THIS PARAGRAPH (J).
THE AGENT
SHALL HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF
WITHDRAWAL, OVER SUCH ACCOUNT AND EACH BORROWER HEREBY GRANTS THE AGENT A
SECURITY INTEREST IN THE LC COLLATERAL ACCOUNT.
OTHER THAN ANY INTEREST EARNED
ON THE INVESTMENT OF SUCH DEPOSITS, WHICH INVESTMENTS SHALL BE MADE AT THE
OPTION AND SOLE DISCRETION OF THE AGENT AND AT THE BORROWERS' RISK AND EXPENSE,
SUCH DEPOSITS SHALL NOT BEAR INTEREST.
INTEREST OR PROFITS, IF ANY, ON SUCH
INVESTMENTS SHALL ACCUMULATE IN SUCH ACCOUNT.
MONEYS IN SUCH ACCOUNT SHALL BE
APPLIED BY THE AGENT TO REIMBURSE THE APPLICABLE 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 THE REIMBURSEMENT OBLIGATIONS OF
THE BORROWERS FOR THE LC EXPOSURE AT