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 SUCH 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, (I) IN THE CASE OF AN EVENT OF DEFAULT DESCRIBED IN
SECTION 7.01(H) OR (I), ON THE BUSINESS DAY OR (II) IN THE CASE OF ANY OTHER
EVENT OF DEFAULT, ON THE FIFTH BUSINESS DAY, FOLLOWING THE DATE ON WHICH THE
COMPANY RECEIVES NOTICE FROM THE ADMINISTRATIVE AGENT (OR, IF THE MATURITY OF
THE LOANS HAS BEEN ACCELERATED, REVOLVING FACILITY LENDERS AND/OR CL LENDERS
WITH REVOLVING L/C EXPOSURE AND/OR CL PERCENTAGES REPRESENTING GREATER THAN 50%
OF THE TOTAL REVOLVING L/C EXPOSURE AND TOTAL CL PERCENTAGES), AS THE CASE MAY
BE, DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO THIS PARAGRAPH, THE
COMPANY AND, TO THE EXTENT RELATING TO CL EXPOSURE, CAC (ON A JOINT AND SEVERAL
BASIS WITH THE COMPANY) AGREE TO DEPOSIT IN AN ACCOUNT WITH THE ADMINISTRATIVE
AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR THE BENEFIT OF THE
REVOLVING FACILITY LENDERS AND THE CL LENDERS, AN AMOUNT IN DOLLARS IN CASH
EQUAL TO THE REVOLVING L/C EXPOSURE AND/OR CL EXPOSURE AS OF SUCH DATE PLUS ANY
ACCRUED AND UNPAID INTEREST THEREON; PROVIDED THAT THE PORTION OF SUCH AMOUNT
ATTRIBUTABLE TO UNDRAWN EURO LETTERS OF CREDIT OR L/C DISBURSEMENTS IN EUROS
SHALL BE DEPOSITED WITH THE ADMINISTRATIVE AGENT IN EUROS IN THE ACTUAL AMOUNTS
OF SUCH UNDRAWN LETTERS OF CREDIT AND L/C DISBURSEMENTS.
THE OBLIGATION TO
DEPOSIT SUCH CASH COLLATERAL SHALL BECOME EFFECTIVE IMMEDIATELY, AND SUCH
DEPOSIT SHALL BECOME IMMEDIATELY DUE AND PAYABLE
65
IN DOLLARS OR EUROS, AS APPLICABLE, WITHOUT DEMAND OR OTHER NOTICE OF ANY KIND.
THE APPLICABLE APPLICANT PARTY ALSO SHALL DEPOSIT CASH COLLATERAL PURSUANT TO
THIS PARAGRAPH AS AND TO THE EXTENT REQUIRED BY SECTION 2.11(B).
EACH SUCH
DEPOSIT PURSUANT TO THIS PARAGRAPH OR PURSUANT TO SECTION 2.11(B) SHALL BE HELD
BY THE ADMINISTRATIVE AGENT AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS OF THE BORROWERS UNDER THIS SECTION 2.05.
THE ADMINISTRATIVE AGENT
SHALL HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF
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,