to such successor or to any previous
Issuing Lender, or to such successor and all previous Issuing Lenders, as the
context shall require.
After the replacement of an Issuing Lender hereunder,
the replaced Issuing Lender shall remain a party hereto and shall continue to
have all the rights and obligations of an Issuing Lender 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.
(11)
Cash Collateralization.
(A)
ON THE COMMITMENT TERMINATION DATE, THE
BORROWER SHALL DEPOSIT INTO AN ACCOUNT (THE "LC COLLATERAL ACCOUNT") ESTABLISHED
BY THE ADMINISTRATIVE AGENT AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE WITH
RESPECT TO THE BORROWER AS OF SUCH DATE PLUS ANY ACCRUED AND UNPAID INTEREST
THEREON (THE "COMMITMENT TERMINATION LC EXPOSURE DEPOSIT").
IN ADDITION, IF AN
EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING AND THE BORROWER RECEIVES NOTICE
FROM THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF
THE LOANS HAS BEEN ACCELERATED, LENDERS WITH LC EXPOSURE REPRESENTING MORE THAN
50% OF THE TOTAL LC EXPOSURE) DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT
TO THIS PARAGRAPH, THE BORROWER SHALL IMMEDIATELY DEPOSIT INTO THE LC COLLATERAL
ACCOUNT AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE WITH RESPECT TO THE BORROWER
AS OF SUCH DATE PLUS ANY 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 BORROWER OR ANY CONSOLIDATED ENTITIES DESCRIBED IN SECTION 9.7.
SUCH DEPOSIT SHALL BE HELD BY THE ADMINISTRATIVE AGENT IN THE LC COLLATERAL
ACCOUNT AS COLLATERAL IN THE FIRST INSTANCE FOR THE LC EXPOSURE WITH RESPECT TO
THE BORROWER UNDER THIS AGREEMENT AND THEREAFTER FOR THE PAYMENT OF THE OTHER
OBLIGATIONS OF THE BORROWER.
(B)
THE LC COLLATERAL ACCOUNT SHALL BE MAINTAINED
IN THE NAME OF THE ADMINISTRATIVE AGENT (ON BEHALF OF THE LENDERS) AND UNDER ITS
SOLE DOMINION AND CONTROL AT SUCH PLACE AS SHALL BE DESIGNATED BY THE
ADMINISTRATIVE AGENT.
INTEREST SHALL ACCRUE ON THE LC COLLATERAL ACCOUNT AT A
RATE EQUAL TO THE FEDERAL FUNDS RATE MINUS .15%.
(C)
THE BORROWER HEREBY PLEDGES, ASSIGNS AND
GRANTS TO THE ADMINISTRATIVE AGENT, AS ADMINISTRATIVE AGENT FOR ITS BENEFIT AND
THE RATABLE BENEFIT OF THE
7
Lenders a lien on and a security interest in, the following collateral (the
"Letter of Credit Collateral"):
(i)
the LC Collateral Account, all cash
deposited therein and all certificates and instruments, if any, from time to
time representing or evidencing the LC Collateral Account;
(ii)
all notes, certificates of deposit and
other cash-equivalent instruments from time to time hereafter delivered to or
otherwise possessed by the Administrative Agent for or on behalf of the Borrower
in substitution for or in respect of any or all of the then existing Letter of
Credit