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 ISSUED BY IT
PRIOR TO SUCH REPLACEMENT, BUT SHALL NOT BE REQUIRED TO ISSUE ADDITIONAL LETTERS
OF CREDIT.
(J)
CASH COLLATERALIZATION.
(I)
IF ANY EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, ON THE
BUSINESS DAY THAT THE BORROWER RECEIVES NOTICE FROM THE ADMINISTRATIVE AGENT
ACTING AT THE REQUEST OF 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 LENDERS (THE "LC COLLATERAL ACCOUNT"), AN AMOUNT IN CASH
EQUAL TO 103% OF THE LC EXPOSURE AS OF SUCH DATE; 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
BORROWER DESCRIBED IN SECTION 7.01 (H) OR (I).
(II)
NOTWITHSTANDING PARAGRAPH (I) OF THIS SECTION 2.06(J), IF NO
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE EXPIRATION DATE OF
ONE OR MORE LETTERS OF CREDIT MAY EXTEND BEYOND THE MATURITY DATE; PROVIDED,
HOWEVER, IT IS HEREBY EXPRESSLY AGREED AND UNDERSTOOD THAT:
(A)
THE AGGREGATE FACE AMOUNT OF ALL SUCH LETTERS OF CREDIT SHALL NOT
AT ANY TIME EXCEED $10,000,000;
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(B)
THE EXPIRATION DATES FOR SUCH LETTERS OF CREDIT SHALL NOT EXTEND
MORE THAN TWO (2) YEARS BEYOND THE MATURITY DATE; AND
(C)
THE BORROWER SHALL, NOT LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO
THE MATURITY DATE, DEPOSIT IN THE LC COLLATERAL ACCOUNT AN AMOUNT EQUAL TO 103%
OF THE LC EXPOSURE.
(III)
ANY DEPOSITS INTO THE LC COLLATERAL ACCOUNT 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 THE LC 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 THE LC COLLATERAL 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 BORROWER FOR THE LC EXPOSURE AT SUCH TIME OR, IF THE MATURITY
OF THE DEBT HAS BEEN ACCELERATED, BE APPLIED TO SATISFY OTHER OBLIGATIONS OF THE
BORROWER UNDER THIS AGREEMENT. IF THE BORROWER IS REQUIRED TO PROVIDE AN AMOUNT
OF CASH COLLATERAL HEREUNDER AS A RESULT OF THE OCCURRENCE OF