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
ISSUING BANK AND THE LENDERS, AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE AS OF
SUCH DATE PLUS ANY ACCRUED AND UNPAID FEES 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
NOTICE OF ANY KIND, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO
THE BORROWER DESCRIBED IN CLAUSE (G) OR (H) OF SECTION 8.1.
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.
BORROWER AGREES TO EXECUTE
ANY DOCUMENTS AND/OR CERTIFICATES TO EFFECTUATE THE INTENT OF THIS PARAGRAPH.
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 AND 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 HAD NOT BEEN REIMBURSED AND TO THE EXTENT 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,
WITH THE CONSENT OF THE REQUIRED LENDERS, BE APPLIED TO SATISFY OTHER
OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
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 SO APPLIED AS AFORESAID) SHALL BE RETURNED TO THE BORROWER WITHIN THREE
BUSINESS DAYS AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
42
(H)
PROMPTLY FOLLOWING THE END OF EACH CALENDAR QUARTER, THE ISSUING
BANK SHALL DELIVER (THROUGH THE ADMINISTRATIVE AGENT) TO EACH LENDER AND THE
BORROWER A REPORT DESCRIBING THE AGGREGATE LETTERS OF CREDIT OUTSTANDING AT THE
END OF SUCH FISCAL QUARTER.
UPON THE REQUEST OF ANY LENDER FROM TIME TO TIME,
THE ISSUING BANK SHALL DELIVER TO SUCH LENDER ANY OTHER INFORMATION REASONABLY
REQUESTED BY SUCH LENDER WITH RESPECT TO EACH LETTER OF CREDIT THEN OUTSTANDING.
(I)
THE BORROWER'S OBLIGATION TO REIMBURSE LC DISBURSEMENTS HEREUNDER
SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE AND SHALL BE PERFORMED STRICTLY
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT UNDER ALL CIRCUMSTANCES
WHATSOEVER AND IRRESPECTIVE OF ANY OF THE FOLLOWING CIRCUMSTANCES:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LETTER OF CREDIT
OR THIS AGREEMENT;
(II)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHT