A TRUSTEE, RECEIVER, LIQUIDATOR, CUSTODIAN OR SIMILAR OFFICIAL IN ANY
BANKRUPTCY PROCEEDING, SUCH LENDER WILL RETURN TO THE ADMINISTRATIVE AGENT OR
THE ISSUING BANK ANY PORTION THEREOF PREVIOUSLY DISTRIBUTED BY THE
ADMINISTRATIVE AGENT OR THE ISSUING BANK TO IT.
(F)
TO THE EXTENT THAT ANY LENDER SHALL FAIL TO PAY ANY AMOUNT REQUIRED TO BE
PAID PURSUANT TO PARAGRAPHS (D) OR (E) OF THIS SECTION ON THE DUE DATE THEREFOR,
SUCH LENDER SHALL PAY INTEREST TO THE ISSUING BANK (THROUGH THE ADMINISTRATIVE
AGENT) ON SUCH AMOUNT FROM SUCH DUE DATE TO THE DATE SUCH PAYMENT IS MADE AT A
RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE; PROVIDED, THAT IF SUCH LENDER
SHALL FAIL TO MAKE SUCH PAYMENT TO THE ISSUING BANK WITHIN THREE (3) BUSINESS
DAYS OF SUCH DUE DATE, THEN, RETROACTIVELY TO THE DUE DATE, SUCH LENDER SHALL BE
OBLIGATED TO PAY INTEREST ON SUCH AMOUNT AT THE RATE SET FORTH IN SECTION
2.13(D).
(G)
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 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 ISSUING BANK AND THE
LENDERS, AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE AS OF SUCH DATE PLUS ANY
ACCRUED AND UNPAID FEES 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 NOTICE OF ANY KIND, UPON
THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO THE BORROWER DESCRIBED IN
CLAUSE (G) OR (H) OF SECTION 8.1.
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.
THE ADMINISTRATIVE AGENT
SHALL HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF
WITHDRAWAL, OVER SUCH ACCOUNT.
BORROWER AGREES TO EXECUTE ANY DOCUMENTS AND/OR
CERTIFICATES TO EFFECTUATE THE INTENT OF THIS PARAGRAPH.
OTHER THAN ANY
INTEREST EARNED ON THE INVESTMENT OF SUCH DEPOSITS, WHICH INVESTMENTS SHALL BE
MADE AT THE OPTION AND SOLE DISCRETION OF THE ADMINISTRATIVE AGENT AND AT THE
BORROWER'S RISK AND EXPENSE, SUCH DEPOSITS SHALL NOT BEAR INTEREST.
INTEREST
AND PROFITS, IF ANY, ON SUCH INVESTMENTS SHALL ACCUMULATE IN SUCH ACCOUNT.
MONEYS IN SUCH ACCOUNT SHALL BE APPLIED BY THE ADMINISTRATIVE AGENT TO REIMBURSE
THE ISSUING BANK FOR LC DISBURSEMENTS FOR WHICH IT HAD NOT BEEN REIMBURSED AND
TO THE EXTENT SO APPLIED, SHALL BE HELD FOR THE SATISFACTION OF THE
REIMBURSEMENT OBLIGATIONS OF THE BORROWER FOR THE LC EXPOSURE AT SUCH TIME OR,
IF THE MATURITY OF THE LOANS HAS BEEN ACCELERATED, WITH THE CONSENT OF THE
REQUIRED LENDERS, BE APPLIED TO SATISFY OTHER OBLIGATIONS OF THE BORROWER UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
IF THE BORROWER IS REQUIRED TO
PROVIDE AN AMOUNT