SUCH DEPOSIT WILL BECOME
IMMEDIATELY DUE AND PAYABLE, WITHOUT DEMAND OR OTHER NOTICE OF ANY KIND, UPON
THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO ANY BORROWER DESCRIBED IN
CLAUSE (G) OR (H) OF ARTICLE 8.
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 COMPANY HEREBY GRANTS A
LIEN AND SECURITY INTEREST IN, AND SOLE AND EXCLUSIVE DOMINION AND CONTROL,
INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH ACCOUNT TO THE
ADMINISTRATIVE AGENT.
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 BORROWERS' 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 BANKS 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 BORROWERS FOR
THE LC EXPOSURE AT SUCH TIME OR, IF THE MATURITY OF THE LOANS HAS BEEN
ACCELERATED (BUT SUBJECT TO THE CONSENT OF LENDERS WITH LC EXPOSURE REPRESENTING
GREATER THAN 50% OF THE TOTAL LC EXPOSURE), BE APPLIED TO SATISFY OTHER
OBLIGATIONS OF THE BORROWERS 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 BUSINESS DAYS AFTER ALL EVENTS OF
DEFAULT HAVE BEEN CURED OR WAIVED FREE AND CLEAR OF ALL LIENS CREATED HEREUNDER.
33
SECTION 2.06.
FUNDING OF BORROWINGS.
(A)
EACH LENDER SHALL MAKE EACH LOAN
TO BE MADE BY IT HEREUNDER ON THE PROPOSED DATE THEREOF:
(I)
IF SUCH BORROWING IS TO BE MADE IN DOLLARS, NOT LATER THAN 12:00
NOON (NEW YORK CITY TIME), IN FUNDS IMMEDIATELY AVAILABLE IN NEW YORK CITY, TO
THE ACCOUNT OF THE ADMINISTRATIVE AGENT MOST RECENTLY DESIGNATED FOR SUCH
PURPOSE BY NOTICE TO THE LENDERS; PROVIDED THAT SWINGLINE LOANS SHALL BE MADE AS
PROVIDED IN SECTION 2.04; OR
(II)
IF SUCH BORROWING IS TO BE MADE IN AN ALTERNATIVE CURRENCY, NOT
LATER THAN 12:00 NOON (LONDON TIME), IN SUCH ALTERNATIVE CURRENCY (IN SUCH FUNDS
AS MAY THEN BE CUSTOMARY FOR THE SETTLEMENT OF INTERNATIONAL TRANSACTIONS IN
SUCH ALTERNATIVE CURRENCY) TO THE ACCOUNT OF THE ADMINISTRATIVE AGENT AS SHALL
HAVE MOST RECENTLY BEEN DESIGNATED BY THE ADMINISTRATIVE AGENT FOR SUCH PURPOSE
BY NOTICE TO THE LENDERS; PROVIDED THAT SWINGLINE LOANS SHALL BE MADE AS
PROVIDED IN SECTION 2.04.
The Administrative Agent will make such Loans available to the Borrower by
promptly crediting the amounts so received, in like funds, to an account of the
Borrower designated by the Borrower in the applicable Borrowing Request;
provided that