OF THIS PARAGRAPH, THE
FOREIGN CURRENCY LC EXPOSURE SHALL BE CALCULATED USING THE APPLICABLE EXCHANGE
RATES OF THE ADMINISTRATIVE AGENT ON THE DATE NOTICE DEMANDING CASH
COLLATERALIZATION IS DELIVERED TO THE COMPANY.
THE COMPANY ALSO SHALL DEPOSIT
CASH COLLATERAL PURSUANT TO THIS PARAGRAPH AS AND TO THE EXTENT REQUIRED BY
SECTION 2.11(B).
SUCH DEPOSIT SHALL BE HELD BY THE ADMINISTRATIVE AGENT AS
COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE SECURED OBLIGATIONS CONSISTING
OF THE REIMBURSEMENT OF ANY LC EXPOSURE.
THE ADMINISTRATIVE AGENT SHALL HAVE
EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL,
OVER SUCH ACCOUNT AND THE COMPANY HEREBY GRANTS THE ADMINISTRATIVE AGENT A
SECURITY INTEREST IN THE LC COLLATERAL ACCOUNT.
OTHER THAN ANY INTEREST EARNED
ON THE INVESTMENT OF SUCH DEPOSITS, WHICH INVESTMENTS SHALL BE MADE AT THE
OPTION AND SOLE DISCRETION OF THE ADMINISTRATIVE AGENT AND AT THE COMPANY'S RISK
AND EXPENSE, 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 THE RELEVANT
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 COMPANY 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 SECURED OBLIGATIONS.
IF THE COMPANY IS
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 COMPANY WITHIN THREE (3) BUSINESS DAYS AFTER
ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
(K)
CONVERSION.
IN THE EVENT THAT THE LOANS BECOME IMMEDIATELY DUE AND PAYABLE
ON ANY DATE PURSUANT TO ARTICLE VII, ALL AMOUNTS (I) THAT THE COMPANY IS AT THE
TIME OR THEREAFTER BECOMES REQUIRED TO REIMBURSE OR OTHERWISE PAY TO THE
ADMINISTRATIVE AGENT IN RESPECT OF LC DISBURSEMENTS MADE UNDER ANY FOREIGN
CURRENCY LETTER OF CREDIT (OTHER THAN AMOUNTS IN RESPECT OF WHICH THE COMPANY
HAS DEPOSITED CASH COLLATERAL PURSUANT TO PARAGRAPH (J) ABOVE, IF SUCH CASH
COLLATERAL WAS DEPOSITED IN THE APPLICABLE FOREIGN CURRENCY TO THE EXTENT SO
DEPOSITED OR APPLIED), (II) THAT THE LENDERS ARE AT THE TIME OR THEREAFTER
BECOME REQUIRED TO PAY TO THE ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE AGENT
IS AT THE TIME OR THEREAFTER BECOMES REQUIRED TO DISTRIBUTE TO THE RELEVANT
ISSUING BANK PURSUANT TO PARAGRAPH (E) OF THIS SECTION IN RESPECT OF
UNREIMBURSED LC DISBURSEMENTS MADE UNDER ANY FOREIGN CURRENCY LETTER OF CREDIT
AND (III) OF EACH LENDER'S PARTICIPATION IN ANY FOREIGN CURRENCY LETTER OF
CREDIT UNDER WHICH AN LC DISBURSEMENT HAS BEEN MADE SHALL, AUTOMATICALLY AND
WITH NO FURTHER ACTION REQUIRED, BE CONVERTED INTO THE DOLLAR AMOUNT, CALCULATED
USING THE ADMINISTRATIVE AGENT'S