REPRESENTING GREATER
THAN 50% OF THE TOTAL LC EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL
PURSUANT TO THIS PARAGRAPH, THE BORROWER SHALL DEPOSIT IN THE LC SUB-ACCOUNT, IN
THE NAME OF THE COLLATERAL AGENT AND FOR THE BENEFIT OF THE LENDERS, AN AMOUNT
IN CASH EQUAL TO THE 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 BORROWER DESCRIBED IN CLAUSE (G) OR (H)
OF ARTICLE VIII.
UPON THE BUSINESS DAY BORROWER RECEIVES SUCH NOTICE, BORROWER
SHALL DEPOSIT SUCH CASH COLLATERAL IN THE LC SUB-ACCOUNT, TO BE HELD BY THE
COLLATERAL AGENT AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT.
THE COLLATERAL AGENT SHALL HAVE
EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL,
OVER SUCH 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 COLLATERAL AGENT AND AT THE RISK AND EXPENSE OF BORROWER, 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
COLLATERAL AGENT TO REIMBURSE THE 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 BORROWER FOR THE LC EXPOSURE AT
SUCH TIME OR, IF THE MATURITY OF THE LOANS HAS BEEN ACCELERATED (BUT SUBJECT TO
THE CONSENT OF REVOLVING LENDERS WITH LC EXPOSURE REPRESENTING GREATER THAN 50%
OF THE TOTAL LC EXPOSURE), BE APPLIED TO SATISFY OTHER OBLIGATIONS OF BORROWER
UNDER THIS AGREEMENT.
IF BORROWER IS REQUIRED TO PROVIDE AN AMOUNT OF CASH
COLLATERAL HEREUNDER AS A RESULT OF THE OCCURRENCE OF AN EVENT OF DEFAULT, SUCH
AMOUNT PLUS ANY ACCRUED INTEREST OR REALIZED PROFITS OR SUCH AMOUNTS (TO THE
EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED TO BORROWER WITHIN THREE
BUSINESS DAYS AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
(K)
ADDITIONAL ISSUING BANKS.
BORROWER MAY, AT ANY TIME AND FROM TIME
TO TIME WITH THE CONSENT OF THE ADMINISTRATIVE AGENT (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD) AND SUCH LENDER, DESIGNATE ONE OR MORE ADDITIONAL LENDERS
TO ACT AS AN ISSUING BANK UNDER THE TERMS OF THIS AGREEMENT.
ANY LENDER
DESIGNATED AS AN ISSUING BANK PURSUANT TO THIS PARAGRAPH (K) SHALL BE DEEMED (IN
ADDITION TO BEING A LENDER) TO BE THE ISSUING BANK WITH RESPECT TO LETTERS OF
CREDIT ISSUED OR TO BE ISSUED BY SUCH LENDER, AND ALL REFERENCES HEREIN AND IN
THE OTHER LOAN DOCUMENTS TO THE TERM "ISSUING BANK" SHALL, WITH RESPECT TO SUCH
LETTERS OF CREDIT, BE DEEMED TO REFER TO SUCH LENDER IN ITS CAPACITY AS