THE EXTENT OF SUCH PAYMENT.
(I)
REPLACEMENT OF THE ISSUING BANK. THE
ISSUING BANK MAY BE REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG THE
BORROWER, THE ADMINISTRATIVE AGENT, THE REPLACED ISSUING BANK AND THE SUCCESSOR
ISSUING BANK. THE ADMINISTRATIVE AGENT SHALL NOTIFY THE LENDERS OF ANY SUCH
REPLACEMENT OF THE ISSUING BANK. AT THE TIME ANY SUCH REPLACEMENT SHALL BECOME
EFFECTIVE, THE BORROWER SHALL PAY ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE
REPLACED ISSUING BANK PURSUANT TO SECTION 2.13(B). FROM AND AFTER THE EFFECTIVE
DATE OF ANY SUCH REPLACEMENT, (I) THE SUCCESSOR ISSUING BANK SHALL HAVE ALL THE
RIGHTS AND OBLIGATIONS OF THE ISSUING BANK UNDER THIS AGREEMENT WITH RESPECT TO
LETTERS OF CREDIT TO BE ISSUED THEREAFTER AND (II) REFERENCES HEREIN TO THE TERM
"ISSUING BANK" SHALL BE DEEMED TO REFER TO SUCH SUCCESSOR OR TO ANY PREVIOUS
ISSUING BANK, 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 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 SIXTY-SIX AND TWO-THIRDS PERCENT (662/3%) 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, AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE AS OF SUCH DATE PLUS ANY
ACCRUED AND UNPAID INTEREST THEREON; 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 CLAUSE (H) OR (I) OF ARTICLE IX. 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 AND BORROWER HEREBY GRANTS A
SECURITY INTEREST IN SUCH CASH AND EACH DEPOSIT ACCOUNT INTO WHICH SUCH CASH IS
DEPOSITED TO SECURE 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 AND INTEREST AT THE RATE PER ANNUM IN EFFECT FOR ACCOUNTS OF THE SAME
TYPE MAINTAINED WITH THE ADMINISTRATIVE AGENT AT SUCH TIME, WHICH INVESTMENTS
SHALL BE MADE AT THE OPTION AND SOLE DISCRETION OF THE ADMINISTRATIVE AGENT AND
AT THE BORROWER'S