OF SUCH LENDER TO THE
EXTENT OF SUCH PAYMENT.
(I)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND
BE CONTINUING, ON THE BUSINESS DAY THAT THE US BORROWER RECEIVES NOTICE FROM THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE LOANS
HAS BEEN ACCELERATED, REVOLVING LENDERS WITH LC EXPOSURE
62
REPRESENTING GREATER THAN 50% OF THE TOTAL LC EXPOSURE WITH RESPECT TO US
LETTERS OF CREDIT) DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO THIS
PARAGRAPH, THE US BORROWER SHALL DEPOSIT ON TERMS AND IN ACCOUNTS REASONABLY
SATISFACTORY TO THE COLLATERAL AGENT, IN THE NAME OF THE COLLATERAL AGENT AND
FOR THE BENEFIT OF THE REVOLVING LENDERS, AN AMOUNT IN CASH EQUAL TO THE LC
EXPOSURE WITH RESPECT TO US LETTERS OF CREDIT 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 US BORROWER DESCRIBED
IN SECTION 8.01(G) OR (H).
FUNDS SO DEPOSITED SHALL BE APPLIED BY THE
COLLATERAL AGENT TO REIMBURSE THE ISSUING BANK FOR US LC DISBURSEMENTS FOR WHICH
IT HAS NOT BEEN REIMBURSED AND, TO THE EXTENT NOT SO APPLIED, SHALL BE HELD FOR
THE SATISFACTION OF OUTSTANDING US REIMBURSEMENT OBLIGATIONS OR, IF THE MATURITY
OF THE LOANS HAS BEEN ACCELERATED (BUT SUBJECT TO THE CONSENT OF REVOLVING
LENDERS WITH LC EXPOSURE REPRESENTING GREATER THAN 50% OF THE TOTAL LC
EXPOSURE), BE APPLIED TO SATISFY OTHER OBLIGATIONS OF THE US BORROWER UNDER THIS
AGREEMENT.
IF THE US BORROWER IS REQUIRED TO PROVIDE AN AMOUNT OF CASH
COLLATERAL HEREUNDER AS A RESULT OF THE OCCURRENCE OF AN EVENT OF DEFAULT, SUCH
AMOUNT PLUS ANY ACCRUED INTEREST OR REALIZED PROFITS WITH RESPECT TO SUCH
AMOUNTS (TO THE EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED TO THE US
BORROWER WITHIN THREE BUSINESS DAYS AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED
OR WAIVED.
(J)
ADDITIONAL ISSUING BANKS.
THE US BORROWER MAY, AT ANY TIME AND
FROM TIME TO TIME, DESIGNATE ONE OR MORE ADDITIONAL REVOLVING LENDERS TO ACT AS
AN ISSUING BANK UNDER THE TERMS OF THIS AGREEMENT, WITH THE CONSENT OF THE
ADMINISTRATIVE AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), THE
ISSUING BANK AND SUCH REVOLVING LENDER(S).
ANY LENDER DESIGNATED AS AN ISSUING
BANK PURSUANT TO THIS PARAGRAPH (J) SHALL BE DEEMED (IN ADDITION TO BEING A
REVOLVING LENDER) TO BE THE ISSUING BANK WITH RESPECT TO US LETTERS OF CREDIT
ISSUED OR TO BE ISSUED BY SUCH REVOLVING LENDER, AND ALL REFERENCES HEREIN AND
IN THE OTHER LOAN DOCUMENTS TO THE TERM "ISSUING BANK" SHALL, WITH RESPECT TO
SUCH US LETTERS OF CREDIT, BE DEEMED TO REFER TO SUCH REVOLVING LENDER IN ITS
CAPACITY AS ISSUING BANK, AS THE CONTEXT SHALL REQUIRE.
(K)
RESIGNATION OR REMOVAL OF THE ISSUING BANK.
THE ISSUING BANK MAY
RESIGN