IN THE POSSESSION OR CONTROL OF ANY AGENT OR BAILEE OR
ANY INCOME THEREON OR AS TO THE PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR
ANY OTHER RIGHTS PERTAINING THERETO.
THE COLLATERAL AGENT SHALL BE DEEMED TO
HAVE EXERCISED REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF THE REVOLVING
L/C COLLATERAL IN ITS POSSESSION IF THE REVOLVING L/C COLLATERAL IS ACCORDED
TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH IT ACCORDS ITS OWN PROPERTY, AND
SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY OF THE
REVOLVING L/C COLLATERAL, OR FOR ANY DIMINUTION IN THE VALUE THEREOF, BY REASON
OF THE ACT OR OMISSION OF ANY AGENT OR BAILEE SELECTED BY THE COLLATERAL AGENT
IN GOOD FAITH.
ALL EXPENSES AND LIABILITIES INCURRED BY THE COLLATERAL AGENT IN
CONNECTION WITH TAKING, HOLDING AND DISPOSING OF ANY REVOLVING L/C COLLATERAL
(INCLUDING CUSTOMARY CUSTODY AND SIMILAR FEES WITH RESPECT TO ANY REVOLVING L/C
COLLATERAL HELD DIRECTLY BY THE AGENT AND THE REVOLVING L/C CASH COLLATERAL
ACCOUNT) SHALL BE PAID BY THE BORROWER FROM TIME TO TIME UPON DEMAND.
UPON AN
ACTIONABLE DEFAULT, THE COLLATERAL AGENT SHALL BE ENTITLED TO APPLY (AND, AT THE
REQUEST OF THE REQUIRED BANKS BUT SUBJECT TO APPLICABLE LAW, SHALL APPLY)
REVOLVING L/C COLLATERAL OR THE PROCEEDS THEREOF TO PAYMENT OF ANY SUCH
EXPENSES, LIABILITIES AND FEES.
AFTER THE TERMINATION OF THE REVOLVING CREDIT
LOAN COMMITMENTS OF THE REVOLVING LOAN CREDIT LOAN BANKS, THE TERMINATION OF ALL
REVOLVING LETTERS OF CREDIT AND THE REPAYMENT IN FULL OF ALL OUTSTANDING
REIMBURSEMENT OBLIGATIONS IN RESPECT OF THE REVOLVING LETTERS OF CREDIT, THE
COLLATERAL AGENT SHALL TRANSFER THE REMAINING REVOLVING L/C COLLATERAL OR THE
PROCEEDS THEREOF (THE "EXCESS REVOLVING L/C COLLATERAL") TO THE COLLATERAL
ACCOUNT.
NOTWITHSTANDING ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND FOR
THE AVOIDANCE OF DOUBT, THE REVOLVING L/C COLLATERAL SHALL BE PAID FIRST TO THE
RELEVANT REVOLVING FRONTING BANK IN SATISFACTION OF ANY DIRECT EXPOSURES OR
RELEVANT CONTINGENT EXPOSURES AND NO REVOLVING L/C COLLATERAL SHALL BE RELEASED
OR DISBURSED TO ANY PARTY OTHER THAN THE RELEVANT REVOLVING FRONTING BANK UNTIL
THE SATISFACTION OF ALL REVOLVING LETTER OF CREDIT LIABILITIES AND THE
TERMINATION OF THE REVOLVING CREDIT LOAN COMMITMENTS AND ALL REVOLVING LETTERS
OF CREDIT.
Section 2.15
Computations of Outstandings; Determination of Available Amount of
Alternative Currency Letters of Credit.
(A)
WHENEVER REFERENCE IS MADE IN THIS AGREEMENT TO THE TOTAL
OUTSTANDINGS ON ANY DATE UNDER THIS AGREEMENT, SUCH REFERENCE SHALL REFER TO THE
TOTAL OUTSTANDINGS ON SUCH DATE AFTER GIVING EFFECT TO ALL EXTENSIONS OF CREDIT
TO BE MADE ON SUCH DATE.
FOR PURPOSES OF CALCULATING THE TOTAL OUTSTANDINGS ON
ANY DATE OF DETERMINATION, THE AGGREGATE AVAILABLE
48
AMOUNT IN RESPECT OF ALL ALTERNATIVE CURRENCY LETTERS OF CREDIT SHALL BE DEEMED
TO EQUAL THE AMOUNT THEREOF MOST RECENTLY REPORTED TO THE AGENT PURSUANT TO
SUBSECTION (B) BELOW.
AT NO TIME SHALL THE TOTAL OUTSTANDINGS UNDER THIS
AGREEMENT EXCEED THE SUM OF (I) THE AGGREGATE AMOUNT OF THE REVOLVING CREDIT
LOAN COMMITMENTS, PLUS (II) THE