THE COMPANY, THE ADMINISTRATIVE
AGENT, THE REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING BANK.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE 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.
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 SUCH ISSUING BANK UNDER THIS AGREEMENT WITH
RESPECT TO LETTERS OF CREDIT OR BANKERS' ACCEPTANCES ISSUED BY IT PRIOR TO SUCH
REPLACEMENT BUT SHALL NOT BE REQUIRED TO ISSUE ADDITIONAL LETTERS OF CREDIT.
(J)
CASH COLLATERALIZATION ON EVENT OF DEFAULT.
IF ANY EVENT OF
DEFAULT SHALL OCCUR AND BE CONTINUING, (I) IN THE CASE OF AN EVENT OF DEFAULT
DESCRIBED IN SECTION 7.01(H) OR (I), ON THE BUSINESS DAY OR (II) IN THE CASE OF
ANY OTHER EVENT OF DEFAULT, ON THE THIRD BUSINESS DAY, IN EACH CASE, FOLLOWING
THE DATE ON WHICH THE COMPANY RECEIVES NOTICE FROM THE ADMINISTRATIVE
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AGENT (OR, IF THE MATURITY OF THE LOANS HAS BEEN ACCELERATED, REVOLVING LENDERS
WITH REVOLVING L/C - BA EXPOSURE REPRESENTING GREATER THAN 50% OF THE TOTAL
REVOLVING L/C - BA EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT
TO THIS PARAGRAPH, THE BORROWERS SHALL DEPOSIT IN AN ACCOUNT WITH THE
ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR THE
BENEFIT OF THE LENDERS, AN AMOUNT IN CASH EQUAL TO THE REVOLVING L/C - BA
EXPOSURE AS OF SUCH DATE PLUS ANY ACCRUED AND UNPAID INTEREST THEREON; PROVIDED,
THAT UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO ANY BORROWER
DESCRIBED IN CLAUSE (H) OR (I) OF SECTION 7.01, 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.
EACH SUCH DEPOSIT PURSUANT TO THIS PARAGRAPH SHALL BE HELD BY THE ADMINISTRATIVE
AGENT AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS OF THE
BORROWERS UNDER THIS AGREEMENT.
THE ADMINISTRATIVE AGENT SHALL HAVE EXCLUSIVE
DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH
ACCOUNT.
OTHER THAN ANY INTEREST EARNED ON THE INVESTMENT OF SUCH DEPOSITS,
WHICH INVESTMENTS SHALL BE MADE AT THE OPTION AND SOLE DISCRETION OF (I) FOR SO
LONG AS AN EVENT OF DEFAULT SHALL BE CONTINUING, THE ADMINISTRATIVE AGENT AND
(II) AT ANY OTHER TIME, THE BORROWERS,