SHALL BE REQUIRED TO PROVIDE CASH COLLATERAL PURSUANT TO SECTION
8.02(C), OR (IV) THERE SHALL EXIST A DEFAULTING LENDER, THE BORROWERS SHALL (A)
IN THE CASE OF CLAUSE (II) ABOVE, IMMEDIATELY, (B) IN THE CASE OF CLAUSE (III)
ABOVE, IMMEDIATELY FOLLOWING ANY REQUEST BY THE ADMINISTRATIVE AGENT OR ANY L/C
ISSUER AND (C) IN ALL OTHER CASES, WITHIN THREE BUSINESS DAYS FOLLOWING ANY
REQUEST BY THE ADMINISTRATIVE AGENT OR ANY L/C ISSUER, PROVIDE CASH COLLATERAL
IN AN AMOUNT NOT LESS THAN THE APPLICABLE MINIMUM COLLATERAL AMOUNT (DETERMINED
IN THE CASE OF CASH COLLATERAL PROVIDED PURSUANT TO CLAUSE (IV) ABOVE, AFTER
GIVING EFFECT TO SECTION 2.19(A)(IV) AND ANY CASH COLLATERAL PROVIDED BY THE
DEFAULTING LENDER).
(B)
GRANT OF SECURITY INTEREST.
THE COMPANY, AND TO THE EXTENT
PROVIDED BY ANY DEFAULTING LENDER, SUCH DEFAULTING LENDER, HEREBY GRANTS TO (AND
SUBJECTS TO THE CONTROL OF) THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT, THE L/C ISSUERS AND THE LENDERS, AND AGREES TO MAINTAIN, A
FIRST PRIORITY SECURITY INTEREST IN ALL SUCH CASH, DEPOSIT ACCOUNTS AND ALL
BALANCES THEREIN, AND ALL OTHER PROPERTY SO PROVIDED AS COLLATERAL PURSUANT
HERETO, AND IN ALL PROCEEDS OF THE FOREGOING, ALL AS SECURITY FOR THE
OBLIGATIONS TO WHICH SUCH CASH COLLATERAL MAY BE APPLIED PURSUANT TO SECTION
2.18(C).
IF AT ANY TIME THE ADMINISTRATIVE AGENT DETERMINES THAT CASH
COLLATERAL IS SUBJECT TO ANY RIGHT OR CLAIM OF ANY PERSON OTHER THAN THE
ADMINISTRATIVE AGENT OR THE APPLICABLE L/C ISSUERS AS HEREIN PROVIDED OR THAT
THE TOTAL AMOUNT OF SUCH CASH COLLATERAL IS LESS THAN THE MINIMUM COLLATERAL
AMOUNT, THE BORROWERS WILL, PROMPTLY UPON DEMAND BY THE ADMINISTRATIVE AGENT,
PAY OR PROVIDE TO THE ADMINISTRATIVE AGENT ADDITIONAL CASH COLLATERAL IN AN
AMOUNT SUFFICIENT TO ELIMINATE SUCH DEFICIENCY.
ALL CASH COLLATERAL (OTHER THAN
CREDIT SUPPORT NOT CONSTITUTING FUNDS SUBJECT TO DEPOSIT) SHALL BE MAINTAINED IN
BLOCKED, NON-INTEREST BEARING DEPOSIT ACCOUNTS AT BANK OF AMERICA.
THE
ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REQUEST THAT THE COMPANY PAY, AND, IF
SO REQUESTED, THE COMPANY AGREES TO PROMPTLY PAY, ALL CUSTOMARY ACCOUNT OPENING,
ACTIVITY AND OTHER ADMINISTRATIVE FEES AND CHARGES IN CONNECTION WITH THE
MAINTENANCE AND DISBURSEMENT OF CASH COLLATERAL.
(C)
APPLICATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, CASH COLLATERAL PROVIDED UNDER ANY OF THIS SECTION
2.18 OR SECTIONS 2.04, 2.19 OR 8.02
IN RESPECT OF LETTERS OF CREDIT SHALL BE
HELD AND APPLIED TO THE SATISFACTION OF THE SPECIFIC L/C OBLIGATIONS,
OBLIGATIONS TO FUND PARTICIPATIONS THEREIN (INCLUDING, AS TO CASH COLLATERAL
PROVIDED BY A DEFAULTING LENDER, ANY INTEREST ACCRUED ON SUCH OBLIGATION) AND
OTHER OBLIGATIONS FOR WHICH THE CASH COLLATERAL WAS SO PROVIDED, PRIOR TO ANY
OTHER APPLICATION OF SUCH PROPERTY AS MAY OTHERWISE BE PROVIDED FOR HEREIN.
(D)
RELEASE.
CASH COLLATERAL (OR THE APPROPRIATE PORTION
THEREOF) PROVIDED TO REDUCE FRONTING EXPOSURE OR TO SECURE OTHER OBLIGATIONS
SHALL BE RELEASED PROMPTLY FOLLOWING (I) THE ELIMINATION OF THE APPLICABLE
FRONTING EXPOSURE OR OTHER OBLIGATIONS GIVING RISE THERETO (INCLUDING BY THE
TERMINATION OF DEFAULTING LENDER STATUS OF THE