EXTENT OF SUCH PAYMENT.
(I)
ISSUING BANKS.
ANY ISSUING BANK MAY BE
TERMINATED, AND ANY EXISTING REVOLVING LENDER MAY BECOME AN ISSUING BANK, IN
EACH CASE AT ANY TIME BY WRITTEN AGREEMENT AMONG THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE TERMINATED ISSUING BANK OR ADDITIONAL ISSUING BANK
(AS APPLICABLE).
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE LENDERS OF ANY SUCH
ADDITIONAL ISSUING BANK.
AT THE TIME ANY SUCH TERMINATION SHALL BECOME
EFFECTIVE, THE BORROWER SHALL PAY ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE
TERMINATED ISSUING BANK PURSUANT TO SECTION 2.12(B).
FROM AND AFTER THE
EFFECTIVE DATE OF ANY SUCH ADDITION OF AN ISSUING BANK, THE ADDITIONAL ISSUING
BANK SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF AN ISSUING BANK UNDER THIS
AGREEMENT WITH RESPECT TO LETTERS OF CREDIT ISSUED BY IT.
AFTER THE TERMINATION
OF AN ISSUING BANK HEREUNDER, THE TERMINATED 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 TERMINATION, BUT SHALL NOT BE REQUIRED TO ISSUE ADDITIONAL LETTERS OF
CREDIT.
(J)
CASH COLLATERALIZATION.
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 (OR, IF
THE MATURITY OF THE LOANS HAS BEEN ACCELERATED, REVOLVING LENDERS WITH LC
EXPOSURES REPRESENTING GREATER THAN 50% OF THE TOTAL LC EXPOSURES) 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 LENDERS, AN AMOUNT IN CASH EQUAL
TO THE LC EXPOSURES 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
34
OF ANY KIND, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO THE
BORROWER DESCRIBED IN CLAUSE (H) OR (I) OF ARTICLE VII.
THE BORROWER ALSO SHALL
DEPOSIT CASH COLLATERAL PURSUANT TO THIS PARAGRAPH AS AND TO THE EXTENT REQUIRED
BY SECTION 2.11(B).
EACH 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.
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 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 THE APPLICABLE ISSUING BANK FOR LC
DISBURSEMENTS FOR WHICH IT HAS NOT BEEN REIMBURSED AND, TO THE EXTENT