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 EXPOSURE 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 DESCRIBED IN CLAUSE (H), (I) OR
(J) OF ARTICLE VII.
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.
FUNDS HELD IN SUCH ACCOUNT SHALL BE INVESTED IN MONEY MARKET FUNDS OF THE
ADMINISTRATIVE AGENT OR IN ANOTHER INVESTMENT IF MUTUALLY AGREED UPON BY THE
BORROWER AND THE ADMINISTRATIVE AGENT, BUT THE ADMINISTRATIVE AGENT SHALL HAVE
NO OTHER OBLIGATION TO MAKE ANY OTHER INVESTMENT OF THE FUNDS THEREIN.
THE
ADMINISTRATIVE AGENT SHALL EXERCISE REASONABLE CARE IN THE CUSTODY AND
PRESERVATION OF ANY FUNDS HELD IN SUCH ACCOUNT AND SHALL BE DEEMED TO HAVE
EXERCISED SUCH CARE IF SUCH FUNDS ARE ACCORDED TREATMENT SUBSTANTIALLY
EQUIVALENT TO THAT WHICH THE ADMINISTRATIVE AGENT ACCORDS ITS OWN PROPERTY, IT
BEING UNDERSTOOD THAT THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY RESPONSIBILITY
FOR TAKING ANY NECESSARY STEPS TO PRESERVE RIGHTS AGAINST ANY PARTIES WITH
RESPECT TO ANY SUCH FUNDS.
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 ISSUING BANK FOR LC DISBURSEMENTS FOR
WHICH IT HAS NOT BEEN REIMBURSED AND, TO THE EXTENT NOT 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 (BUT SUBJECT TO THE CONSENT OF THE LENDERS WITH LC EXPOSURE
REPRESENTING GREATER THAN 50% OF THE TOTAL LC EXPOSURE), BE APPLIED TO SATISFY
OTHER OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT.
IF THE BORROWER IS
REQUIRED TO PROVIDE AN AMOUNT OF CASH COLLATERAL HEREUNDER AS A RESULT OF THE
OCCURRENCE OF AN EVENT OF DEFAULT, SUCH AMOUNT (TO THE EXTENT NOT APPLIED AS
AFORESAID) SHALL BE RETURNED TO THE BORROWER WITHIN THREE BUSINESS DAYS AFTER
ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
(K)
IN THE EVENT ANY LETTERS OF CREDIT SHALL BE
OUTSTANDING ACCORDING TO THEIR TERMS AFTER THE MATURITY DATE, THE BORROWER SHALL
PAY TO THE ADMINISTRATIVE AGENT, NO LATER THAN THE DATE THAT IS FIVE BUSINESS
DAYS PRIOR TO THE MATURITY DATE, AN AMOUNT EQUAL TO THE UNDRAWN AMOUNT OF SUCH
LETTERS OF CREDIT TO BE HELD IN A SPECIAL INTEREST BEARING CASH COLLATERAL
ACCOUNT PLEDGED TO THE ADMINISTRATIVE AGENT (THE "LETTER