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, 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 BORROWER RECEIVES NOTICE FROM THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE LOANS
HAS BEEN ACCELERATED, REVOLVING LENDERS WITH LC EXPOSURE REPRESENTING GREATER
THAN 50% OF THE TOTAL LC EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL
PURSUANT TO THIS PARAGRAPH, THE BORROWER SHALL (OR SHALL CAUSE SUBSIDIARY LOAN
PARTIES TO) DEPOSIT IN AN ACCOUNT WITH THE ADMINISTRATIVE AGENT, IN THE NAME OF
THE ADMINISTRATIVE AGENT AND FOR THE BENEFIT OF THE LENDERS, AN AMOUNT IN CASH
EQUAL TO THE TOTAL 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 BORROWER OR ANY SUBSIDIARY LOAN
PARTY DESCRIBED IN CLAUSE (H) OR (I) OF ARTICLE VII.
THE BORROWER ALSO SHALL
(OR SHALL CAUSE SUBSIDIARY LOAN PARTIES AND, PRIOR TO THE BORROWING BASE DATE,
HOLDINGS AND ITS SUBSIDIARIES TO) DEPOSIT CASH COLLATERAL PURSUANT TO THIS
PARAGRAPH AS AND TO THE EXTENT REQUIRED BY SECTION 2.11(B), AND ANY SUCH CASH
COLLATERAL SO DEPOSITED AND HELD BY THE ADMINISTRATIVE AGENT HEREUNDER SHALL
CONSTITUTE PART OF THE BORROWING BASE AMOUNT FOR PURPOSES OF DETERMINING
COMPLIANCE WITH SECTION 2.11(B).
EACH SUCH DEPOSIT SHALL BE HELD BY THE
ADMINISTRATIVE AGENT AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT.
THE ADMINISTRATIVE AGENT
SHALL HAVE
45
EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL,
OVER SUCH ACCOUNT.
THE ADMINISTRATIVE AGENT SHALL, AT THE BORROWER'S RISK AND
EXPENSE, INVEST ALL SUCH DEPOSITS IN PERMITTED INVESTMENTS CHOSEN IN THE SOLE
DISCRETION OF THE ADMINISTRATIVE AGENT AFTER CONSULTATION WITH THE BORROWER,
PROVIDED THAT NO CONSULTATION SHALL BE REQUIRED IF A DEFAULT HAS OCCURRED AND IS
CONTINUING.
OTHER THAN ANY INTEREST EARNED IN RESPECT OF THE INVESTMENT OF SUCH
DEPOSITS, 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 EACH 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 BORROWER FOR THE LC EXPOSURE AT SUCH TIME OR, IF THE MATURITY