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 US BORROWER RECEIVES NOTICE FROM THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE LOANS
HAS BEEN ACCELERATED, OR THE REVOLVING CREDIT LENDERS WITH LC EXPOSURE
REPRESENTING GREATER THAN 50% OF THE TOTAL LC EXPOSURE DEMANDING THE DEPOSIT OF
CASH COLLATERAL PURSUANT TO THIS PARAGRAPH), THE US BORROWER SHALL DEPOSIT IN AN
ACCOUNT WITH THE ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT
AND FOR THE BENEFIT OF THE REVOLVING CREDIT LENDERS, AN AMOUNT IN CASH EQUAL TO
THE LC EXPOSURE AS OF SUCH DATE PLUS ANY ACCRUED AND UNPAID INTEREST THEREON
MINUS THE AMOUNT ON DEPOSIT IN SUCH ACCOUNT THAT HAS NOT BEEN APPLIED AGAINST
THE OBLIGATIONS OF THE US BORROWER HEREUNDER; 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 US
BORROWER DESCRIBED IN CLAUSE (H) OR (I) OF SECTION 7.01. SUCH DEPOSIT SHALL BE
HELD BY THE ADMINISTRATIVE AGENT AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE
OF THE OBLIGATIONS OF THE US BORROWER UNDER THIS AGREEMENT. THE ADMINISTRATIVE
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
35
OPTION AND DISCRETION OF THE ADMINISTRATIVE AGENT (BUT, IF SO MADE, SHALL BE
LIMITED TO OVERNIGHT BANK LOANS OR OTHER DOLLAR-DENOMINATED INVESTMENTS
GENERALLY COMPARABLE TO THOSE DESCRIBED IN CLAUSES (A) THROUGH (F) OF PERMITTED
INVESTMENTS) AND AT THE US BORROWER'S RISK AND EXPENSE, 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 THE ISSUING LENDER 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 US BORROWER FOR THE LC
EXPOSURE AT SUCH TIME OR, SUBJECT TO THE CONSENT OF REVOLVING CREDIT LENDERS
WITH LC EXPOSURE REPRESENTING GREATER THAN 50% OF THE TOTAL LC EXPOSURE, BE
APPLIED TO SATISFY OTHER OBLIGATIONS OF THE US BORROWER UNDER THIS AGREEMENT. IF
THE US BORROWER IS REQUIRED TO PROVIDE AN AMOUNT OF CASH COLLATERAL HEREUNDER,
SUCH AMOUNT (TO THE EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED TO THE US
BORROWER WITHIN THREE BUSINESS DAYS AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED
OR WAIVED.
Section 2.06
Euro Letters of Credit.
(a) General. Subject to the
terms and conditions set forth herein, the Euro Borrower may request the
issuance of, and the Euro Issuing Lender shall issue, Euro Letters