AGENT (OR,
IF THE MATURITY OF THE LOANS HAS BEEN ACCELERATED, REVOLVING FACILITY LENDERS
WITH REVOLVING L/C EXPOSURE REPRESENTING GREATER THAN 50% OF THE TOTAL REVOLVING
L/C EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO THIS
PARAGRAPH, SUCH BORROWER SHALL DEPOSIT IN AN ACCOUNT WITH OR AT THE DIRECTION OF
THE ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR THE
BENEFIT OF THE LENDERS, AN AMOUNT IN CASH IN DOLLARS EQUAL TO THE REVOLVING L/C
EXPOSURE AS OF SUCH DATE PLUS ANY ACCRUED AND UNPAID INTEREST THEREON; PROVIDED,
THAT UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO THE APPLICABLE
BORROWER DESCRIBED IN CLAUSE (H) OR (I) OF SECTION 7.01, 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.
EACH SUCH DEPOSIT PURSUANT TO THIS PARAGRAPH SHALL BE HELD BY THE
ADMINISTRATIVE AGENT AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS OF THE APPLICABLE BORROWER UNDER THIS AGREEMENT.
THE ADMINISTRATIVE
AGENT SHALL HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT
OF
59
WITHDRAWAL, OVER SUCH ACCOUNT.
OTHER THAN ANY INTEREST EARNED ON THE INVESTMENT
OF SUCH DEPOSITS, WHICH INVESTMENTS SHALL BE MADE AT THE OPTION AND SOLE
DISCRETION OF (I) FOR SO LONG AS AN EVENT OF DEFAULT SHALL BE CONTINUING, THE
ADMINISTRATIVE AGENT AND (II) AT ANY OTHER TIME, THE BORROWERS, IN EACH CASE, IN
PERMITTED INVESTMENTS AND AT THE RISK AND EXPENSE OF THE BORROWERS, 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 EACH ISSUING BANK FOR L/C
DISBURSEMENTS FOR WHICH SUCH ISSUING BANK HAS NOT BEEN REIMBURSED AND, TO THE
EXTENT NOT SO APPLIED, SHALL BE HELD FOR THE SATISFACTION OF THE REIMBURSEMENT
OBLIGATIONS OF THE APPLICABLE BORROWER FOR THE REVOLVING L/C EXPOSURE AT SUCH
TIME OR, IF THE MATURITY OF THE LOANS HAS BEEN ACCELERATED (BUT SUBJECT TO THE
CONSENT OF REVOLVING FACILITY LENDERS WITH REVOLVING L/C EXPOSURE REPRESENTING
GREATER THAN 50% OF THE TOTAL REVOLVING L/C EXPOSURE), BE APPLIED TO SATISFY
OTHER OBLIGATIONS OF SUCH BORROWER UNDER THIS AGREEMENT.
IF THE APPLICABLE
BORROWER 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 SUCH BORROWER WITHIN THREE BUSINESS
DAYS AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
(K)
ADDITIONAL ISSUING BANKS.
FROM TIME TO TIME, THE APPLICABLE
BORROWER MAY BY NOTICE TO THE ADMINISTRATIVE AGENT DESIGNATE UP TO THREE LENDERS
(IN ADDITION TO CREDIT SUISSE) EACH OF WHICH AGREES (IN ITS SOLE DISCRETION) TO
ACT IN SUCH CAPACITY AND IS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
AS AN ISSUING BANK.
EACH SUCH ADDITIONAL ISSUING BANK SHALL EXECUTE A
COUNTERPART OF THIS AGREEMENT UPON THE APPROVAL OF