BORROWER REIMBURSES SUCH LC DISBURSEMENT, AT THE
RATE PER ANNUM THEN APPLICABLE TO ABR REVOLVING LOANS; PROVIDED THAT, IF THE
BORROWER FAILS TO REIMBURSE SUCH LC DISBURSEMENT WHEN DUE PURSUANT TO
PARAGRAPH (E) OF THIS SECTION, THEN SECTION 2.13(C) SHALL APPLY.
INTEREST
ACCRUED PURSUANT TO THIS PARAGRAPH SHALL BE FOR THE ACCOUNT OF THE APPLICABLE
ISSUING BANK, EXCEPT THAT INTEREST ACCRUED ON AND AFTER THE DATE OF PAYMENT BY
ANY REVOLVING LENDER PURSUANT TO PARAGRAPH (E) OF THIS SECTION TO REIMBURSE SUCH
ISSUING BANK SHALL BE FOR THE ACCOUNT OF SUCH LENDER TO THE EXTENT OF SUCH
PAYMENT.
(I) REPLACEMENT OF AN ISSUING BANK.
AN ISSUING BANK MAY BE REPLACED WITH THE
CONSENT OF THE AGENT (NOT TO BE UNREASONABLY WITHHELD OR DELAYED) AT ANY TIME BY
WRITTEN AGREEMENT AMONG THE BORROWER, THE AGENT, THE REPLACED ISSUING BANK AND
THE SUCCESSOR ISSUING BANK.
THE AGENT SHALL NOTIFY THE REVOLVING LENDERS OF ANY
SUCH REPLACEMENT OF AN 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 2.12(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 REPLACED 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 AGENT
OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE LOANS HAS BEEN ACCELERATED,
REVOLVING LENDERS WITH LC EXPOSURE REPRESENTING GREATER THAN 50% OF THE TOTAL LC
EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO THIS PARAGRAPH,
UPON SUCH DEMAND, THE BORROWER SHALL DEPOSIT, IN AN ACCOUNT WITH THE AGENT, IN
THE NAME OF THE AGENT AND FOR THE BENEFIT OF THE REVOLVING LENDERS (THE "LC
COLLATERAL ACCOUNT"), AN AMOUNT IN CASH EQUAL TO 101.5% 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 CLAUSE (G) OR (H) OF
ARTICLE VII.
SUCH DEPOSIT SHALL BE HELD BY THE AGENT AS COLLATERAL FOR THE
PAYMENT AND PERFORMANCE OF THE