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 THEN
OUTSTANDING AND 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, 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 DEPOSIT IN AN ACCOUNT WITH THE ADMINISTRATIVE
AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR THE BENEFIT OF THE
LENDERS (THE "LC COLLATERAL ACCOUNT"), AN AMOUNT IN CASH EQUAL TO 105% OF THE
DOLLAR AMOUNT OF THE LC EXPOSURE AS OF SUCH DATE PLUS ANY ACCRUED AND UNPAID
INTEREST THEREON; PROVIDED THAT (I) THE PORTIONS OF SUCH AMOUNT ATTRIBUTABLE TO
UNDRAWN FOREIGN CURRENCY LETTERS OF CREDIT OR LC DISBURSEMENTS IN A FOREIGN
CURRENCY THAT THE BORROWER IS NOT LATE IN REIMBURSING SHALL BE DEPOSITED IN THE
APPLICABLE FOREIGN CURRENCIES IN THE ACTUAL AMOUNTS OF SUCH UNDRAWN LETTERS OF
CREDIT AND LC DISBURSEMENTS AND (II) 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 DESCRIBED IN
CLAUSE (H) OR (I) OF ARTICLE VII.
FOR THE PURPOSES OF THIS PARAGRAPH, THE
FOREIGN CURRENCY LC EXPOSURE SHALL BE CALCULATED USING THE APPLICABLE EXCHANGE
RATES OF THE ADMINISTRATIVE AGENT ON THE DATE NOTICE DEMANDING CASH
COLLATERALIZATION IS DELIVERED TO THE BORROWER.
THE BORROWER ALSO SHALL DEPOSIT
CASH COLLATERAL PURSUANT TO THIS PARAGRAPH AS AND TO THE EXTENT REQUIRED BY
SECTION 2.11(B).
SUCH DEPOSIT SHALL BE HELD BY THE ADMINISTRATIVE AGENT AS
COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE SECURED OBLIGATIONS.
THE
ADMINISTRATIVE AGENT SHALL HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE
EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH ACCOUNT AND THE BORROWER HEREBY GRANTS
THE ADMINISTRATIVE AGENT A SECURITY INTEREST IN THE COLLATERAL 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 ADMINISTRATIVE AGENT AND
AT THE 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 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
27