INTEREST ACCRUED ON SUCH
OBLIGATION) FOR WHICH THE CASH COLLATERAL WAS SO PROVIDED, PRIOR TO ANY OTHER
APPLICATION OF SUCH PROPERTY AS MAY OTHERWISE BE PROVIDED FOR HEREIN.
(III)
CASH COLLATERAL (OR THE APPROPRIATE PORTION THEREOF) PROVIDED TO
REDUCE ANY ISSUING BANK'S FRONTING EXPOSURE SHALL NO LONGER BE REQUIRED TO BE
HELD AS CASH COLLATERAL PURSUANT TO THIS SECTION FOLLOWING (A) THE ELIMINATION
OF THE APPLICABLE FRONTING EXPOSURE (INCLUDING BY THE TERMINATION OF DEFAULTING
LENDER STATUS OF THE APPLICABLE LENDER), OR (B) THE DETERMINATION BY
ADMINISTRATIVE AGENT AND EACH ISSUING BANK THAT THERE EXISTS EXCESS CASH
COLLATERAL; PROVIDED THAT, (1) THE PERSON PROVIDING CASH COLLATERAL AND EACH
ISSUING BANK MAY AGREE THAT CASH COLLATERAL SHALL BE HELD TO SUPPORT FUTURE
ANTICIPATED FRONTING EXPOSURE OR OTHER OBLIGATIONS AND (2) TO THE EXTENT THAT
SUCH CASH COLLATERAL WAS PROVIDED BY BORROWERS, SUCH CASH COLLATERAL SHALL
REMAIN SUBJECT TO THE SECURITY INTEREST GRANTED PURSUANT TO THE FINANCING
AGREEMENTS.
99
(J)
LEAD BORROWER AND ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT, BUT NOT
THE OBLIGATION, AT ANY TIME THAT THERE IS A DEFAULTING LENDER, AND UPON THE
EXERCISE BY EITHER LEAD BORROWER OR ADMINISTRATIVE AGENT OF SUCH RIGHT, SUCH
DEFAULTING LENDER SHALL HAVE THE OBLIGATION, TO SELL, ASSIGN AND TRANSFER TO AN
ELIGIBLE TRANSFEREE DESIGNATED BY LEAD BORROWER AND APPROVED BY ADMINISTRATIVE
AGENT OR DESIGNATED BY ADMINISTRATIVE AGENT AFTER CONSULTATION WITH LEAD
BORROWER, THE COMMITMENT OF SUCH DEFAULTING LENDER AND ALL RIGHTS AND INTERESTS
OF SUCH DEFAULTING LENDER PURSUANT THERETO.
LEAD BORROWER OR ADMINISTRATIVE
AGENT, AS THE CASE MAY BE, SHALL PROVIDE THE DEFAULTING LENDER (AND THE LEAD
BORROWER OR THE ADMINISTRATIVE AGENT AS THE CASE MAY BE) WITH PRIOR WRITTEN
NOTICE OF ITS INTENT TO EXERCISE ITS RIGHT UNDER THIS SECTION, WHICH NOTICE
SHALL SPECIFY THE DATE ON WHICH SUCH PURCHASE AND SALE SHALL OCCUR.
SUCH
PURCHASE AND SALE SHALL BE PURSUANT TO THE TERMS OF AN ASSIGNMENT AND ACCEPTANCE
(WHETHER OR NOT EXECUTED BY THE DEFAULTING LENDER), EXCEPT THAT ON THE DATE OF
SUCH PURCHASE AND SALE, THE ELIGIBLE TRANSFEREE SPECIFIED BY LEAD BORROWER AND
APPROVED BY ADMINISTRATIVE AGENT OR ADMINISTRATIVE AGENT, SHALL PAY TO THE
DEFAULTING LENDER (EXCEPT AS ADMINISTRATIVE AGENT AND SUCH DEFAULTING LENDER MAY
OTHERWISE AGREE) THE AMOUNT EQUAL TO: (I) THE PRINCIPAL BALANCE OF THE LOANS
HELD BY THE DEFAULTING LENDER OUTSTANDING AS OF THE CLOSE OF BUSINESS ON THE
BUSINESS DAY IMMEDIATELY PRECEDING THE EFFECTIVE DATE OF SUCH PURCHASE AND SALE,
PLUS (II) AMOUNTS ACCRUED AND UNPAID IN RESPECT OF INTEREST AND FEES PAYABLE TO
THE DEFAULTING LENDER TO THE EFFECTIVE DATE OF THE PURCHASE (BUT IN NO EVENT
SHALL THE DEFAULTING LENDER BE DEEMED ENTITLED TO ANY EARLY TERMINATION FEE),
MINUS (III) THE AMOUNT OF THE CLOSING FEE RECEIVED BY THE DEFAULTING LENDER
PURSUANT TO THE TERMS HEREOF OR OF ANY OF THE OTHER FINANCING AGREEMENTS
MULTIPLIED BY THE FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF MONTHS
REMAINING IN THE THEN CURRENT TERM OF THE CREDIT FACILITY AND THE DENOMINATOR OF
WHICH IS THE