THE ADMINISTRATIVE
AGENT ON ITS BEHALF) RECEIVES ANY PAYMENT ON ACCOUNT THEREOF, THE ADMINISTRATIVE
AGENT OR THE ISSUING BANK, AS THE CASE MAY BE, WILL DISTRIBUTE TO SUCH LENDER
ITS PRO RATA SHARE OF SUCH PAYMENT; PROVIDED, THAT IF SUCH PAYMENT IS REQUIRED
TO BE RETURNED FOR ANY REASON TO THE BORROWER OR TO A TRUSTEE, RECEIVER,
LIQUIDATOR, CUSTODIAN OR SIMILAR OFFICIAL IN ANY BANKRUPTCY PROCEEDING, SUCH
LENDER WILL RETURN TO THE ADMINISTRATIVE AGENT OR THE ISSUING BANK ANY PORTION
THEREOF PREVIOUSLY DISTRIBUTED BY THE ADMINISTRATIVE AGENT OR THE ISSUING BANK
TO IT.
(F)
TO THE EXTENT THAT ANY LENDER SHALL FAIL TO PAY ANY AMOUNT
REQUIRED TO BE PAID PURSUANT TO PARAGRAPH (D) ABOVE ON THE DUE DATE THEREFOR,
SUCH LENDER SHALL PAY INTEREST TO THE ISSUING BANK (THROUGH THE ADMINISTRATIVE
AGENT) ON SUCH AMOUNT FROM SUCH DUE DATE TO THE DATE SUCH PAYMENT IS MADE AT A
RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE; PROVIDED, THAT IF SUCH LENDER
SHALL FAIL TO MAKE SUCH PAYMENT TO THE ISSUING BANK WITHIN THREE (3) BUSINESS
DAYS OF SUCH DUE DATE, THEN, RETROACTIVELY TO THE DUE DATE, SUCH LENDER SHALL BE
OBLIGATED TO PAY INTEREST ON SUCH AMOUNT AT THE DEFAULT RATE.
(G)
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 DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO THIS
PARAGRAPH, THE BORROWER SHALL DEPOSIT IN AN ACCOUNT WITH THE ADMINISTRATIVE
AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR THE BENEFIT OF THE
ISSUING BANK AND THE LENDERS, AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE AS OF
SUCH DATE PLUS ANY ACCRUED AND UNPAID FEES 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
NOTICE OF ANY KIND, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO
THE BORROWER DESCRIBED IN CLAUSE (G) OR (H) OF SECTION 8.1.
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 EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE
EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH ACCOUNT.
42
BORROWER AGREES TO EXECUTE ANY DOCUMENTS AND/OR CERTIFICATES TO EFFECTUATE THE
INTENT OF THIS PARAGRAPH.
OTHER THAN ANY INTEREST EARNED ON THE INVESTMENT OF
SUCH DEPOSITS, WHICH INVESTMENTS SHALL BE MADE AT THE OPTION AND SOLE DISCRETION
OF THE ADMINISTRATIVE AGENT AND AT THE BORROWER'S RISK AND EXPENSE, SUCH
DEPOSITS SHALL NOT BEAR INTEREST.
INTEREST AND PROFITS, IF ANY, ON SUCH
INVESTMENTS SHALL ACCUMULATE IN SUCH ACCOUNT.
MONEYS IN SUCH ACCOUNT SHALL BE
APPLIED BY THE ADMINISTRATIVE AGENT TO REIMBURSE THE ISSUING BANK FOR LC
DISBURSEMENTS FOR WHICH IT HAD NOT BEEN REIMBURSED AND TO THE EXTENT SO APPLIED,
SHALL BE HELD FOR THE SATISFACTION OF THE REIMBURSEMENT OBLIGATIONS OF THE
BORROWER FOR THE