IN EACH CASE, IN PERMITTED INVESTMENTS
AND AT THE RISK AND EXPENSE OF THE BORROWERS, 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 ADMINISTRATIVE
AGENT TO REIMBURSE EACH ISSUING BANK FOR L/C - BA DISBURSEMENTS FOR WHICH SUCH
ISSUING BANK 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 REVOLVING L/C - BA EXPOSURE AT SUCH TIME OR, IF THE MATURITY OF THE LOANS
HAS BEEN ACCELERATED (BUT SUBJECT TO THE CONSENT OF REVOLVING LENDERS WITH
REVOLVING L/C - BA EXPOSURE REPRESENTING GREATER THAN 50% OF THE TOTAL REVOLVING
L/C - BA EXPOSURE), BE APPLIED TO SATISFY OTHER OBLIGATIONS OF THE BORROWERS
UNDER THIS AGREEMENT.
IF THE BORROWERS ARE 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
BORROWERS WITHIN THREE BUSINESS DAYS AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED
OR WAIVED.
(K)
ADDITIONAL ISSUING BANKS.
FROM TIME TO TIME, THE BORROWERS
MAY BY NOTICE TO THE ADMINISTRATIVE AGENT DESIGNATE ONE OR MORE LENDERS (IN
ADDITION TO BANK OF AMERICA, CREDIT SUISSE AND DEUTSCHE BANK AG NEW YORK BRANCH)
EACH OF WHICH AGREES (IN ITS SOLE DISCRETION) TO ACT IN SUCH CAPACITY AND IS
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AS AN ISSUING BANK.
EACH
SUCH ADDITIONAL ISSUING BANK SHALL EXECUTE A COUNTERPART OF THIS AGREEMENT UPON
THE APPROVAL OF THE ADMINISTRATIVE AGENT (WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD) AND SHALL THEREAFTER BE AN ISSUING BANK HEREUNDER FOR ALL
PURPOSES.
(L)
REPORTING.
UNLESS OTHERWISE REQUESTED BY THE ADMINISTRATIVE
AGENT, EACH ISSUING BANK SHALL (I) PROVIDE TO THE ADMINISTRATIVE AGENT COPIES OF
ANY NOTICE RECEIVED FROM THE BORROWERS PURSUANT TO SECTION 2.05(B) NO LATER THAN
THE NEXT BUSINESS DAY AFTER RECEIPT THEREOF AND (II) REPORT IN WRITING TO THE
ADMINISTRATIVE AGENT (A) ON OR PRIOR TO EACH BUSINESS DAY ON WHICH SUCH ISSUING
BANK EXPECTS TO ISSUE, AMEND OR EXTEND ANY LETTER OF CREDIT, THE DATE OF SUCH
ISSUANCE, AMENDMENT OR EXTENSION, AND THE AGGREGATE FACE AMOUNT OF THE LETTERS
OF CREDIT TO BE ISSUED, AMENDED OR EXTENDED BY IT AND OUTSTANDING AFTER GIVING
EFFECT TO SUCH ISSUANCE, AMENDMENT OR EXTENSION OCCURRED (AND WHETHER THE AMOUNT
THEREOF CHANGED), AND THE ISSUING BANK SHALL BE PERMITTED TO ISSUE, AMEND OR
EXTEND SUCH LETTER OF CREDIT IF THE ADMINISTRATIVE AGENT SHALL NOT HAVE ADVISED
THE ISSUING BANK THAT SUCH ISSUANCE, AMENDMENT OR EXTENSION WOULD NOT BE IN
CONFORMITY WITH THE REQUIREMENTS OF THIS AGREEMENT, (B) ON EACH BUSINESS DAY ON
WHICH SUCH
74
ISSUING BANK MAKES ANY L/C - BA DISBURSEMENT OR CREATES ANY BANKERS' ACCEPTANCE,
THE DATE OF SUCH L/C - BA DISBURSEMENT OR BANKERS' ACCEPTANCE AND THE AMOUNT OF
SUCH L/C - BA DISBURSEMENT OR BANKERS'