SUFFICIENCY OF ANY INSTRUMENT TRANSFERRING OR ASSIGNING OR
PURPORTING TO TRANSFER OR ASSIGN A LETTER OF CREDIT OR THE RIGHTS OR BENEFITS
THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART, WHICH MAY PROVE TO BE
INVALID OR INEFFECTIVE FOR ANY REASON.
(G)
CASH COLLATERAL.
(I) IF AS OF THE LETTER OF CREDIT EXPIRATION DATE, ANY
LETTER OF CREDIT MAY FOR ANY REASON REMAIN OUTSTANDING AND PARTIALLY OR WHOLLY
UNDRAWN, (II) IF ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING AND THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, AS APPLICABLE, REQUIRE THE COMPANY
TO CASH COLLATERALIZE THE L/C OBLIGATIONS PURSUANT TO SECTION 8.02(C) OR
(III) AN EVENT OF DEFAULT SET FORTH UNDER SECTION 8.01(F) OCCURS AND IS
CONTINUING, THEN THE COMPANY SHALL CASH COLLATERALIZE THE THEN OUTSTANDING
AMOUNT OF SUCH LETTER OF CREDIT (IN THE CASE OF CLAUSE (I) ABOVE) OR OF ALL L/C
OBLIGATIONS (IN THE CASE OF CLAUSES (II) AND (III) ABOVE) (IN EACH CASE, IN AN
AMOUNT EQUAL TO 102% OF SUCH OUTSTANDING AMOUNT), AND SHALL DO SO NOT LATER THAN
2:00 P.M., NEW YORK CITY TIME, ON (X) IN THE CASE OF THE IMMEDIATELY PRECEDING
CLAUSES (I) AND (II), (1) THE BUSINESS DAY THAT THE COMPANY RECEIVES NOTICE
THEREOF, IF SUCH NOTICE IS RECEIVED ON SUCH DAY PRIOR TO 12:00 NOON, NEW YORK
CITY TIME (WHICH NOTICE, IN THE CASE OF CLAUSE (I) ABOVE, SHALL NOT BE GIVEN
PRIOR TO THE LETTER OF CREDIT EXPIRATION DATE), OR (2) IF CLAUSE (1) ABOVE DOES
NOT APPLY, THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT THE COMPANY
RECEIVES SUCH
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NOTICE AND (Y) IN THE CASE OF THE IMMEDIATELY PRECEDING CLAUSE (III), THE
BUSINESS DAY ON WHICH AN EVENT OF DEFAULT SET FORTH UNDER SECTION 8.01(F) OCCURS
OR, IF SUCH DAY IS NOT A BUSINESS DAY, THE BUSINESS DAY IMMEDIATELY SUCCEEDING
SUCH DAY.
FOR PURPOSES HEREOF, "CASH COLLATERALIZE" MEANS TO PLEDGE AND DEPOSIT
WITH OR DELIVER TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE RELEVANT L/C
ISSUER AND THE LENDERS, AS COLLATERAL FOR THE L/C OBLIGATIONS, CASH OR DEPOSIT
ACCOUNT BALANCES ("CASH COLLATERAL") PURSUANT TO DOCUMENTATION IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE RELEVANT
L/C ISSUER (WHICH DOCUMENTS ARE HEREBY CONSENTED TO BY THE LENDERS).
DERIVATIVES OF SUCH TERM HAVE CORRESPONDING MEANINGS.
THE COMPANY HEREBY GRANTS
TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUERS AND THE LENDERS,
A SECURITY INTEREST IN ALL SUCH CASH, DEPOSIT ACCOUNTS AND ALL BALANCES THEREIN
AND ALL PROCEEDS OF THE FOREGOING.
CASH COLLATERAL SHALL BE MAINTAINED IN
BLOCKED ACCOUNTS AT JPMORGAN CHASE BANK AND MAY BE INVESTED IN READILY AVAILABLE
CASH EQUIVALENTS.
IF AT ANY TIME THE ADMINISTRATIVE AGENT DETERMINES THAT ANY
FUNDS HELD AS CASH COLLATERAL ARE SUBJECT TO ANY RIGHT OR CLAIM OF ANY PERSON
OTHER THAN THE ADMINISTRATIVE AGENT (ON BEHALF OF THE SECURED PARTIES) OR THAT
THE TOTAL AMOUNT OF SUCH FUNDS IS LESS THAN 102% OF THE AGGREGATE OUTSTANDING
AMOUNT OF ALL L/C OBLIGATIONS, THE COMPANY WILL, FORTHWITH