"ISSUING LENDER" SHALL BE DEEMED TO REFER TO SUCH SUCCESSOR OR TO ANY PREVIOUS
ISSUING LENDER, OR TO SUCH SUCCESSOR AND ALL PREVIOUS ISSUING LENDERS, AS THE
CONTEXT SHALL REQUIRE.
AFTER THE REPLACEMENT OF AN ISSUING LENDER HEREUNDER,
THE REPLACED ISSUING LENDER SHALL REMAIN A PARTY HERETO AND SHALL CONTINUE TO
HAVE ALL THE RIGHTS AND OBLIGATIONS OF AN ISSUING LENDER 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.
(11)
CASH COLLATERALIZATION.
(A)
ON THE COMMITMENT TERMINATION DATE, THE BORROWER SHALL DEPOSIT INTO
AN ACCOUNT (THE "LC COLLATERAL ACCOUNT") ESTABLISHED BY THE ADMINISTRATIVE AGENT
AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE WITH RESPECT TO THE BORROWER AS OF
SUCH DATE PLUS ANY ACCRUED AND UNPAID INTEREST THEREON (THE "COMMITMENT
TERMINATION LC EXPOSURE DEPOSIT").
IN ADDITION, IF AN EVENT OF DEFAULT SHALL
OCCUR AND BE CONTINUING AND THE BORROWER RECEIVES NOTICE FROM THE ADMINISTRATIVE
AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE LOANS HAS BEEN
ACCELERATED, LENDERS WITH LC EXPOSURE REPRESENTING MORE THAN 50% OF THE TOTAL
LC EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO THIS
PARAGRAPH, THE BORROWER SHALL IMMEDIATELY DEPOSIT INTO THE LC COLLATERAL ACCOUNT
AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE WITH RESPECT TO THE BORROWER 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 BORROWER OR ANY CONSOLIDATED ENTITIES DESCRIBED IN SECTION 9.7.
SUCH DEPOSIT SHALL BE HELD BY THE ADMINISTRATIVE AGENT IN THE LC COLLATERAL
ACCOUNT AS COLLATERAL IN THE FIRST INSTANCE FOR THE LC EXPOSURE WITH RESPECT TO
THE BORROWER UNDER THIS AGREEMENT AND THEREAFTER FOR THE PAYMENT OF THE OTHER
OBLIGATIONS OF THE BORROWER.
(B)
THE LC COLLATERAL ACCOUNT SHALL BE MAINTAINED IN THE NAME OF THE
ADMINISTRATIVE AGENT (ON BEHALF OF THE LENDERS) AND UNDER ITS SOLE DOMINION AND
CONTROL AT SUCH PLACE AS SHALL BE DESIGNATED BY THE ADMINISTRATIVE AGENT.
INTEREST SHALL ACCRUE ON THE LC COLLATERAL ACCOUNT AT A RATE EQUAL TO THE
FEDERAL FUNDS RATE MINUS .15%.
7
(C)
THE BORROWER HEREBY PLEDGES, ASSIGNS AND GRANTS TO THE
ADMINISTRATIVE AGENT, AS ADMINISTRATIVE AGENT FOR ITS BENEFIT AND THE RATABLE
BENEFIT OF THE LENDERS A LIEN ON AND A SECURITY INTEREST IN, THE FOLLOWING
COLLATERAL (THE "LETTER OF CREDIT COLLATERAL"):
(i)
the LC Collateral Account, all cash deposited therein and all
certificates and instruments, if any, from time to time representing or
evidencing the LC Collateral Account;
(ii)
all notes, certificates of deposit and other cash-equivalent
instruments from time to time hereafter delivered to or otherwise possessed by
the Administrative Agent for or on behalf of the Borrower in substitution for or
in respect of any or all