TO PARAGRAPH (E) OF THIS SECTION TO REIMBURSE THE ISSUING
BANK SHALL BE FOR THE ACCOUNT OF SUCH LENDER TO THE EXTENT OF SUCH PAYMENT.
(I)
REPLACEMENT OF THE ISSUING BANK.
THE ISSUING BANK MAY BE REPLACED AT ANY
TIME BY WRITTEN AGREEMENT AMONG THE COMPANY, THE FACILITY AGENT, THE REPLACED
ISSUING BANK AND THE SUCCESSOR ISSUING BANK.
THE FACILITY AGENT SHALL NOTIFY
THE LENDERS OF ANY SUCH REPLACEMENT OF THE ISSUING BANK.
AT THE TIME ANY SUCH
REPLACEMENT SHALL BECOME EFFECTIVE, THE COMPANY 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,
(I) THE SUCCESSOR 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 DEEMED
TO REFER TO SUCH SUCCESSOR OR TO ANY PREVIOUS ISSUING BANK, OR TO SUCH SUCCESSOR
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 (INCLUDING THE RIGHT TO RECEIVE FEES UNDER
SECTION 2.11(B)), BUT SHALL NOT BE REQUIRED TO ISSUE ADDITIONAL LETTERS OF
CREDIT.
(J)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND BE
CONTINUING, ON THE BUSINESS DAY THAT THE BORROWERS RECEIVE NOTICE FROM THE
FACILITY AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE LOANS HAS
BEEN ACCELERATED, LENDERS WITH LC EXPOSURES REPRESENTING MORE THAN 50% OF THE
AGGREGATE AMOUNT OF LC EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL
PURSUANT TO THIS PARAGRAPH, THE BORROWERS SHALL DEPOSIT ("CASH COLLATERALIZE")
IN AN ACCOUNT WITH THE FACILITY AGENT, IN THE NAME OF THE FACILITY AGENT AND FOR
THE BENEFIT OF THE APPLICABLE LENDERS AND THE ISSUING BANK, AN AMOUNT IN CASH
EQUAL TO THE SUM OF THE US TRANCHE LC EXPOSURE AND 105% OF THE SPANISH TRANCHE
LC EXPOSURE AS OF SUCH DATE PLUS ANY ACCRUED AND UNPAID INTEREST THEREON;
PROVIDED THAT THE OBLIGATION TO CASH COLLATERALIZE SHALL BECOME EFFECTIVE
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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 A BORROWER DESCRIBED IN CLAUSE (H) OR (I) OF ARTICLE 7.
AMOUNTS
PAYABLE UNDER THE PRECEDING SENTENCE SHALL BE PAYABLE IN THE CURRENCY OF EACH
APPLICABLE LETTER OF CREDIT AND LC DISBURSEMENT.
EACH SUCH DEPOSIT SHALL BE
HELD BY THE FACILITY AGENT AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS OF THE BORROWERS UNDER THIS AGREEMENT.
THE FACILITY AGENT SHALL
HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF
WITHDRAWAL, OVER SUCH ACCOUNT.
OTHER THAN ANY INTEREST EARNED ON THE INVESTMENT