ACTION TAKEN OR OMITTED BY SUCH
INDEMNITEES HEREUNDER.
2.20.11
FACILITY LC COLLATERAL ACCOUNT.
THE BORROWER AGREES THAT IT WILL, UPON
THE REASONABLE REQUEST OF THE AGENT OR THE REQUIRED LENDERS AND UNTIL THE FINAL
EXPIRATION DATE OF ANY FACILITY LC AND THEREAFTER AS LONG AS ANY AMOUNT IS
PAYABLE TO THE LC ISSUERS OR THE LENDERS IN RESPECT OF ANY FACILITY LC, MAINTAIN
A SPECIAL COLLATERAL ACCOUNT PURSUANT TO ARRANGEMENTS SATISFACTORY TO THE AGENT
(THE "FACILITY LC COLLATERAL ACCOUNT") AT THE AGENT'S OFFICE AT THE ADDRESS
SPECIFIED PURSUANT TO ARTICLE XIII, IN THE NAME OF THE BORROWER BUT UNDER THE
SOLE DOMINION AND CONTROL OF THE AGENT, FOR THE BENEFIT OF THE LENDERS AND THE
LC ISSUERS, AND IN WHICH THE BORROWER SHALL HAVE NO INTEREST OTHER THAN AS SET
FORTH IN SECTION 8.1.
THE BORROWER HEREBY PLEDGES, ASSIGNS AND GRANTS TO THE
AGENT, ON BEHALF OF AND FOR THE RATABLE BENEFIT OF THE LENDERS AND THE LC
ISSUERS, A SECURITY INTEREST IN ALL OF THE BORROWER'S RIGHT, TITLE AND INTEREST
IN AND TO ALL FUNDS WHICH MAY FROM TIME TO TIME BE ON DEPOSIT IN THE FACILITY LC
COLLATERAL ACCOUNT TO SECURE THE PROMPT AND COMPLETE PAYMENT AND PERFORMANCE OF
THE SECURED OBLIGATIONS.
THE AGENT WILL INVEST ANY FUNDS ON DEPOSIT FROM TIME
TO TIME IN THE FACILITY LC COLLATERAL ACCOUNT IN CASH EQUIVALENT INVESTMENTS AS
DIRECTED BY THE BORROWER (IN THE ABSENCE OF A DEFAULT).
ON OR BEFORE THE 10TH
DAY PRIOR TO THE FACILITY TERMINATION DATE, THE BORROWER SHALL PAY TO THE AGENT
AN AMOUNT IN IMMEDIATELY AVAILABLE FUNDS, WHICH FUNDS SHALL BE HELD IN THE
FACILITY LC COLLATERAL ACCOUNT, EQUAL TO 1.05 MULTIPLIED BY THE AGGREGATE AMOUNT
OF THE OUTSTANDING LC OBLIGATIONS IN RESPECT OF FACILITY LCS WITH AN EXPIRY DATE
ON OR AFTER THE FACILITY TERMINATION DATE.
NOTHING IN THIS SECTION 2.20.11
SHALL EITHER OBLIGATE THE AGENT TO REQUIRE THE BORROWER TO DEPOSIT ANY FUNDS IN
THE FACILITY LC COLLATERAL ACCOUNT OR LIMIT THE RIGHT OF THE AGENT TO RELEASE
ANY FUNDS HELD IN THE FACILITY LC COLLATERAL ACCOUNT IN EACH CASE OTHER THAN AS
REQUIRED BY SECTION 8.1 AND THE IMMEDIATELY PRECEDING SENTENCE.
2.20.12
RIGHTS AS A LENDER.
IN ITS CAPACITY AS A LENDER, EACH LC ISSUER SHALL
HAVE THE SAME RIGHTS AND OBLIGATIONS AS ANY OTHER LENDER.
2.21.
INCREASE OF AGGREGATE COMMITMENT.
SUBJECT TO SECTION 2.5 AND THE
OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, AT ANY TIME PRIOR TO THE FACILITY
TERMINATION DATE, THE BORROWER MAY, ON THE TERMS SET FORTH BELOW, REQUEST THAT
(A) THE AGGREGATE COMMITMENT HEREUNDER BE INCREASED BY AN AMOUNT UP TO
$100,000,000 AND/OR (B) TERM LOANS BE ISSUED HEREUNDER (SUCH TERM LOANS BEING
"TERM LOANS") ON TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, PRICING,
AMORTIZATION, PREPAYMENT AND RELATED INTEREST RATE HEDGING) REASONABLY
ACCEPTABLE TO THE AGENT IN AN AGGREGATE PRINCIPAL AMOUNT UP TO $100,000,000;
PROVIDED, HOWEVER, THAT (I) NO SUCH INCREASE SHALL CAUSE THE AGGREGATE
COMMITMENT PLUS ALL TERM LOANS TO EXCEED (X) $375,000,000 MINUS (Y) ANY
REDUCTION