LOANS HAS BEEN ACCELERATED, THE BORROWER SHALL DEPOSIT IN AN
ACCOUNT WITH THE ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT
AND FOR THE BENEFIT OF THE APPLICABLE LENDERS, AN AMOUNT IN CASH EQUAL TO THE LC
EXPOSURE AS OF SUCH DATE PLUS ANY ACCRUED AND UNPAID INTEREST THEREON; 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 THE BORROWER DESCRIBED IN PARAGRAPH (H) OR (I) OF ARTICLE 8.
SUCH DEPOSIT SHALL BE HELD BY THE ADMINISTRATIVE AGENT AS COLLATERAL FOR THE
PAYMENT AND PERFORMANCE OF THE OBLIGATIONS OF THE BORROWER UNDER THIS SECTION
2.9.
THE ADMINISTRATIVE AGENT SHALL HAVE EXCLUSIVE DOMINION AND CONTROL,
INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH ACCOUNT.
SUCH DEPOSIT
SHALL NOT BEAR INTEREST, NOR SHALL THE ADMINISTRATIVE AGENT BE UNDER ANY
OBLIGATION WHATSOEVER TO INVEST THE SAME, PROVIDED, HOWEVER, THAT, AT THE
REQUEST OF THE BORROWER, SUCH DEPOSIT SHALL BE INVESTED BY THE ADMINISTRATIVE
AGENT IN DIRECT SHORT-TERM OBLIGATIONS OF, OR SHORT-TERM OBLIGATIONS THE
PRINCIPAL OF AND INTEREST ON WHICH ARE UNCONDITIONALLY GUARANTEED BY, THE UNITED
STATES OF AMERICA, IN EACH CASE MATURING NO LATER THAN THE EXPIRY DATE OF THE
LETTER OF CREDIT GIVING RISE TO THE RELEVANT LC EXPOSURE.
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 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 BORROWER FOR THE LC EXPOSURE AT SUCH TIME OR, IF THE MATURITY
OF THE LOANS HAS BEEN ACCELERATED (BUT SUBJECT TO THE CONSENT OF LENDERS WITH LC
EXPOSURE REPRESENTING GREATER THAN 50% OF THE TOTAL LC EXPOSURE), BE APPLIED TO
SATISFY OTHER OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT.
IF THE BORROWER
IS REQUIRED TO PROVIDE AN AMOUNT OF CASH COLLATERAL HEREUNDER AS A RESULT OF THE
OCCURRENCE OF AN EVENT OF DEFAULT, SUCH AMOUNT AND ANY INTEREST THEREON (TO THE
EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED TO THE BORROWER WITHIN THREE
BUSINESS DAYS AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
SECTION 2.10.
SWINGLINE LOANS
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, AND, IF SUCH SWINGLINE LOAN IS TO BEAR INTEREST AT THE NEGOTIATED
RATE, FURTHER SUBJECT TO THE AGREEMENT OF THE SWINGLINE LENDER AND THE BORROWER
WITH RESPECT TO THE NEGOTIATED RATE TO BE APPLIED, THE SWINGLINE LENDER AGREES
TO MAKE SWINGLINE LOANS TO THE BORROWER FROM TIME TO TIME DURING THE
AVAILABILITY PERIOD, IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING
THAT WILL NOT RESULT IN (I) THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING
SWINGLINE LOANS EXCEEDING $30,000,000 OR (II) THE SUM OF THE TOTAL REVOLVING
CREDIT EXPOSURES EXCEEDING THE TOTAL REVOLVING