VII.
SUCH DEPOSIT SHALL BE HELD BY THE ADMINISTRATIVE AGENT AS
COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE SECURED OBLIGATIONS.
THE
ADMINISTRATIVE AGENT SHALL HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE
EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH ACCOUNTS AND THE BORROWERS HEREBY GRANT
THE ADMINISTRATIVE AGENT A SECURITY INTEREST IN THE L/C COLLATERAL ACCOUNTS.
OTHER THAN ANY INTEREST EARNED ON THE INVESTMENT OF SUCH DEPOSITS, WHICH
INVESTMENTS SHALL BE MADE AT THE OPTION AND SOLE DISCRETION OF THE
ADMINISTRATIVE 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 ACCOUNTS.
MONEYS IN SUCH ACCOUNTS SHALL BE APPLIED BY THE
ADMINISTRATIVE AGENT TO REIMBURSE THE ISSUING BANK FOR L/C 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 TOTAL L/C EXPOSURE AT SUCH TIME OR, IF THE MATURITY OF THE LOANS HAS BEEN
ACCELERATED (BUT SUBJECT TO THE CONSENT OF REVOLVING LENDERS WITH A TOTAL L/C
EXPOSURE REPRESENTING GREATER THAN 50% OF THE TOTAL L/C EXPOSURE), BE APPLIED TO
SATISFY OTHER SECURED OBLIGATIONS.
IF ANY BORROWER IS REQUIRED TO PROVIDE AN
AMOUNT OF CASH COLLATERAL HEREUNDER AS A RESULT OF THE OCCURRENCE OF AN EVENT OF
DEFAULT, SUCH AMOUNT (TO THE EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED
TO THE APPLICABLE BORROWER WITHIN THREE BUSINESS DAYS AFTER ALL SUCH EVENTS OF
DEFAULTS HAVE BEEN CURED OR WAIVED.
(K)
CONVERSION.
IN THE EVENT THAT THE LOANS BECOME IMMEDIATELY DUE AND PAYABLE
ON ANY DATE PURSUANT TO ARTICLE VII, ALL AMOUNTS (I) THAT THE CANADIAN
SUBSIDIARY BORROWER OR ANY FOREIGN SUBSIDIARY IS AT THE TIME OR THEREAFTER
BECOMES REQUIRED TO REIMBURSE OR OTHERWISE PAY TO THE ADMINISTRATIVE AGENT IN
RESPECT OF CANADIAN L/C DISBURSEMENTS (OTHER THAN AMOUNTS IN RESPECT OF WHICH
THE CANADIAN SUBSIDIARY BORROWER HAS DEPOSITED CASH COLLATERAL PURSUANT TO
PARAGRAPH (J) ABOVE, IF SUCH CASH COLLATERAL WAS DEPOSITED IN CANADIAN DOLLARS
TO THE EXTENT SO DEPOSITED OR APPLIED), (II) THAT THE REVOLVING LENDERS ARE AT
THE TIME OR THEREAFTER BECOME REQUIRED TO PAY TO THE ADMINISTRATIVE AGENT AND
THAT THE ADMINISTRATIVE AGENT IS AT THE TIME OR THEREAFTER BECOMES REQUIRED TO
DISTRIBUTE TO THE ISSUING BANK PURSUANT TO PARAGRAPH (E) OF THIS SECTION 2.05 IN
RESPECT OF ANY UNREIMBURSED CANADIAN L/C DISBURSEMENTS AND (III) OF EACH
REVOLVING LENDER'S PARTICIPATION IN ANY LETTER OF CREDIT ISSUED FOR THE ACCOUNT
OF THE CANADIAN SUBSIDIARY BORROWER OR ANY FOREIGN SUBSIDIARY UNDER WHICH A
CANADIAN L/C DISBURSEMENT HAS BEEN MADE SHALL, AUTOMATICALLY AND WITH NO FURTHER
ACTION REQUIRED, BE CONVERTED INTO THE U.S. DOLLAR EQUIVALENT, CALCULATED USING
THE EXCHANGE RATES ON SUCH DATE (OR, IN THE CASE OF ANY CANADIAN L/C
DISBURSEMENT MADE AFTER SUCH DATE, ON THE DATE SUCH CANADIAN L/C DISBURSEMENT IS
MADE), OF SUCH AMOUNTS.
ON AND AFTER SUCH CONVERSION, ALL AMOUNTS ACCRUING AND
OWED TO THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR