MAY BE REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG THE PARENT BORROWER,
THE ADMINISTRATIVE AGENT, THE REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING
BANK.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE DOMESTIC A LENDERS OF ANY SUCH
REPLACEMENT OF THE ISSUING BANK OR ANY SUCH ADDITIONAL ISSUING BANK.
AT THE
TIME ANY SUCH REPLACEMENT SHALL BECOME EFFECTIVE, THE PARENT BORROWER SHALL PAY
ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE REPLACED ISSUING BANK PURSUANT TO
SECTION 2.11(B).
FROM AND AFTER THE EFFECTIVE DATE OF ANY SUCH REPLACEMENT OR
ADDITION, AS APPLICABLE, (I) THE SUCCESSOR OR ADDITIONAL ISSUING BANK SHALL HAVE
ALL THE RIGHTS AND OBLIGATIONS OF THE 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
49
deemed to refer to such successor or such addition or to any previous Issuing
Bank, or to such successor or such addition 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 an Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.
If at any time there is
more than one Issuing Bank hereunder, the Parent Borrower may, in its
discretion, select which Issuing Bank is to issue any particular Letter of
Credit.
(J)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND BE
CONTINUING, ON THE BUSINESS DAY THAT THE PARENT BORROWER RECEIVES NOTICE FROM
THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE
LOANS HAS BEEN ACCELERATED, DOMESTIC A LENDERS WITH LC EXPOSURE REPRESENTING
GREATER THAN 50% OF THE TOTAL LC EXPOSURE) DEMANDING THE DEPOSIT OF CASH
COLLATERAL PURSUANT TO THIS PARAGRAPH, THE PARENT BORROWER SHALL DEPOSIT IN AN
ACCOUNT WITH THE ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT
AND FOR THE BENEFIT OF THE DOMESTIC A LENDERS, AN AMOUNT IN CASH EQUAL TO 105%
OF 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 PARENT BORROWER DESCRIBED IN CLAUSE (H) OR
(I) OF ARTICLE VII.
THE PARENT BORROWER ALSO SHALL DEPOSIT CASH COLLATERAL
PURSUANT TO THIS PARAGRAPH AS AND TO THE EXTENT REQUIRED BY SECTION 2.10(B), AND
ANY SUCH CASH COLLATERAL SO DEPOSITED AND HELD BY THE ADMINISTRATIVE AGENT
HEREUNDER SHALL CONSTITUTE PART OF THE BORROWING BASE A FOR PURPOSES OF
DETERMINING COMPLIANCE WITH SECTION 2.10(B).
EACH SUCH DEPOSIT SHALL BE HELD BY
THE ADMINISTRATIVE AGENT AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS OF THE PARENT