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 COMPANY 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 COMPANY 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 COMPANY.
THE COMPANY ALSO SHALL DEPOSIT CASH COLLATERAL
PURSUANT TO THIS PARAGRAPH AS AND TO THE EXTENT REQUIRED BY SECTION 2.11(B).
EACH SUCH DEPOSIT SHALL BE HELD BY THE ADMINISTRATIVE AGENT AS COLLATERAL FOR
THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS.
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 OPTION AND SOLE
DISCRETION OF THE ADMINISTRATIVE AGENT AND AT THE COMPANY'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 OBLIGATIONS OF
THE COMPANY 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 THE COMPANY UNDER THIS AGREEMENT.
IF THE COMPANY
IS REQUIRED TO PROVIDE AN AMOUNT OF CASH COLLATERAL HEREUNDER AS A RESULT OF THE
OCCURRENCE OF AN EVENT OF DEFAULT, SUCH AMOUNT (TO THE EXTENT NOT APPLIED AS
AFORESAID) SHALL BE RETURNED TO THE COMPANY WITHIN THREE (3) BUSINESS DAYS AFTER
ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
IF THE COMPANY IS REQUIRED TO
PROVIDE AN AMOUNT OF CASH COLLATERAL HEREUNDER PURSUANT TO SECTION 2.11(B),
29
SUCH AMOUNT (TO THE EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED TO THE
COMPANY AS AND TO THE EXTENT THAT, AFTER GIVING EFFECT TO SUCH RETURN, THE
COMPANY WOULD REMAIN IN COMPLIANCE WITH SECTION 2.11(B) AND NO DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING.
(K)
CONVERSION.
IN THE EVENT THAT THE LOANS BECOME IMMEDIATELY DUE AND PAYABLE
ON ANY DATE PURSUANT TO ARTICLE VII, ALL AMOUNTS (I) THAT THE