FOR THE ACCOUNT OF THE CANADIAN SUBSIDIARY BORROWER OR ANY FOREIGN SUBSIDIARY,
PROVIDED THAT, IF THE APPLICABLE BORROWER OR SUBSIDIARY FAILS TO REIMBURSE SUCH
L/C DISBURSEMENT WHEN DUE PURSUANT TO PARAGRAPH (E) OF THIS SECTION 2.05, THEN
SECTION 2.13(C) SHALL APPLY.
INTEREST ACCRUED PURSUANT TO THIS PARAGRAPH SHALL
BE FOR THE ACCOUNT OF THE ISSUING BANK, EXCEPT THAT INTEREST ACCRUED ON AND
AFTER THE DATE OF PAYMENT BY ANY REVOLVING LENDER PURSUANT TO PARAGRAPH (E) OF
THIS SECTION 2.05 TO REIMBURSE THE ISSUING BANK SHALL BE FOR THE ACCOUNT OF SUCH
LENDER TO 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 PARENT 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 APPLICABLE 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 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.
56
(J)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND BE
CONTINUING, ON THE BUSINESS DAY THAT THE PARENT BORROWER RECEIVES NOTICE FROM
THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE
LOANS HAS BEEN ACCELERATED, THE REVOLVING LENDERS WITH A TOTAL L/C EXPOSURE
REPRESENTING GREATER THAN 50% OF THE TOTAL L/C EXPOSURE) DEMANDING THE DEPOSIT
OF CASH COLLATERAL PURSUANT TO THIS PARAGRAPH, (I) THE PARENT BORROWER AND THE
CANADIAN SUBSIDIARY BORROWER SHALL DEPOSIT IN AN ACCOUNT WITH THE APPLICABLE
ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR THE
BENEFIT OF THE REVOLVING LENDERS (EACH, AN "L/C COLLATERAL ACCOUNT"), AN AMOUNT
IN CASH EQUAL TO 105% OF THE U.S. L/C EXPOSURE AND THE CANADIAN L/C EXPOSURE,
RESPECTIVELY, AS OF SUCH DATE PLUS 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 PARENT BORROWER DESCRIBED IN CLAUSE (H) OR (I) OF
ARTICLE