respect to such L/C.
The Borrowers' unconditional obligations to the Agent and each Lender with
respect to L/Cs hereunder shall not be modified or diminished for any reason or
in any manner whatsoever, other than as a result of the Agent's or such Lender's
gross negligence or willful misconduct as determined by a final judgment of a
court of competent jurisdiction.
The agreements in this paragraph shall survive
the payment of the Obligations.
(E)
UPON ANY PAYMENTS MADE TO THE L/C ISSUER UNDER THE L/C GUARANTY,
THE AGENT OR THE LENDERS, AS THE CASE MAY BE, SHALL, WITHOUT PREJUDICE TO THEIR
RIGHTS UNDER THIS AGREEMENT (INCLUDING THAT SUCH UNREIMBURSED AMOUNTS SHALL
CONSTITUTE REVOLVING CREDIT LOANS HEREUNDER), ACQUIRE BY SUBROGATION ANY RIGHTS
OR REMEDIES GRANTED TO ANY ONE OR MORE OF THE BORROWERS IN ANY APPLICATION FOR
THE RELEVANT L/C, ANY STANDING AGREEMENT RELATING SUCH L/C OR OTHERWISE, ALL OF
WHICH SHALL BE DEEMED TO HAVE BEEN GRANTED TO THE AGENT AND THE LENDERS AND
APPLY IN ALL RESPECTS TO THE AGENT AND THE LENDERS AND SHALL BE IN ADDITION TO
ANY RIGHTS, REMEDIES, DUTIES OR OBLIGATIONS CONTAINED HEREIN.
SECTION 3.02A
Cash Collateral Account
(A)
ALL AMOUNTS REQUIRED TO BE DEPOSITED AS CASH COLLATERAL WITH AGENT
PURSUANT TO SECTION 3.10 OR SECTION 12.04 SHALL BE DEPOSITED IN A CASH
COLLATERAL ACCOUNT (SUCH ACCOUNT, AND ANY REPLACEMENT OR SUPPLEMENTAL ACCOUNT
INTO WHICH ANY SUCH CASH COLLATERAL MAY AT ANY TIME BE DEPOSITED, COLLECTIVELY,
THE "CASH COLLATERAL ACCOUNT") ESTABLISHED BY ONE OR MORE BORROWERS WITH THE
AGENT (OR ESTABLISHED BY THE AGENT WITH A FINANCIAL INSTITUTION SELECTED BY THE
AGENT IN ITS SOLE DISCRETION) AND UNDER THE DOMINION AND CONTROL OF THE AGENT,
TO BE HELD OR APPLIED, OR RELEASED FOR APPLICATION, AS PROVIDED IN THIS SECTION
3.02A.
EACH OBLIGOR HEREBY GRANTS TO THE AGENT, FOR THE BENEFIT OF THE AGENT
AND THE LENDERS, AS SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS,
A SECURITY INTEREST IN AND LIEN ON (I) THE CASH COLLATERAL ACCOUNT, (II) ALL
AMOUNTS NOW OR AT ANY TIME ON DEPOSIT THEREIN, (III) ALL INVESTMENT PROPERTY OR
OTHER FINANCIAL ASSETS FROM TIME TO TIME CREDITED THERETO, AND (IV) ALL PROCEEDS
OF ANY OF THE FOREGOING, IN WHATEVER FORM.
UPON THE TERMINATION OF ALL LENDER
LOAN COMMITMENTS, THE TERMINATION, EXPIRATION, DRAWING IN FULL OR CANCELLATION
OF ALL OUTSTANDING L/CS AND PAYMENT IN FULL OF ALL L/C OBLIGATIONS AND OTHER
OBLIGATIONS (IF ANY), AGENT (AND THE LENDERS, IF REQUIRED UNDER APPLICABLE LAW)
SHALL TAKE, AT BORROWERS' EXPENSE (SUCH LIABILITY TO BE JOINT AND SEVERAL
OBLIGATIONS OF THE BORROWERS), SUCH ACTIONS AS ANY BORROWER MAY REASONABLY
REQUEST TO EFFECT THE RELEASE OF THE SECURITY INTEREST AND LIEN GRANTED PURSUANT
TO THIS PARAGRAPH (A).
5
(B)
IF AND WHEN ANY PORTION OF THE L/C OBLIGATIONS ON WHICH A DEPOSIT
OF CASH COLLATERAL WAS BASED (THE "RELEVANT CONTINGENT EXPOSURE") SHALL BECOME
FIXED (A "DIRECT EXPOSURE") AS A RESULT OF A PAYMENT BY THE AGENT OR ANY LENDER
PURSUANT TO THE L/C GUARANTY,