OF A
PAYMENT REQUIRED BY SECTION 3.04(C), THE AMOUNT OF SUCH EXCESS AS PROVIDED IN
SECTION 3.04(C), 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 OR ANY SUBSIDIARY DESCRIBED IN
SECTION 10.01(H) OR SECTION 10.01(I).
THE BORROWER HEREBY GRANTS TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE ISSUING BANK AND THE LENDERS, AN
EXCLUSIVE FIRST PRIORITY AND CONTINUING PERFECTED SECURITY INTEREST IN AND LIEN
ON THE LC COLLECTION ACCOUNT AND ALL CASH, CHECKS, DRAFTS, CERTIFICATES AND
INSTRUMENTS, IF ANY, FROM TIME TO TIME DEPOSITED OR HELD IN THE LC COLLECTION
ACCOUNT, ALL DEPOSITS OR WIRE TRANSFERS MADE THERETO, ANY AND ALL INVESTMENTS
PURCHASED WITH FUNDS DEPOSITED IN SUCH ACCOUNT, ALL INTEREST, DIVIDENDS, CASH,
INSTRUMENTS, FINANCIAL ASSETS AND OTHER PROPERTY FROM TIME TO TIME RECEIVED,
RECEIVABLE OR OTHERWISE PAYABLE IN RESPECT OF, OR IN EXCHANGE FOR, ANY OR ALL OF
THE FOREGOING, AND ALL PROCEEDS, PRODUCTS, ACCESSIONS, RENTS, PROFITS, INCOME
AND BENEFITS THEREFROM, AND ANY SUBSTITUTIONS AND REPLACEMENTS THEREFOR.
THE
BORROWER'S OBLIGATION TO DEPOSIT AMOUNTS PURSUANT TO THIS SECTION 2.08(J) SHALL
BE ABSOLUTE AND UNCONDITIONAL, WITHOUT REGARD TO WHETHER ANY BENEFICIARY OF ANY
SUCH LETTER OF CREDIT HAS ATTEMPTED TO DRAW DOWN ALL OR A PORTION OF SUCH AMOUNT
UNDER THE TERMS OF A LETTER OF CREDIT, AND, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, SHALL NOT BE SUBJECT TO ANY DEFENSE OR BE AFFECTED BY A RIGHT OF
SET-OFF, COUNTERCLAIM OR RECOUPMENT WHICH THE BORROWER OR ANY OF ITS
SUBSIDIARIES MAY NOW OR HEREAFTER HAVE AGAINST ANY SUCH BENEFICIARY, THE ISSUING
BANK, THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY OTHER PERSON FOR ANY REASON
WHATSOEVER.
SUCH DEPOSIT SHALL BE HELD AS COLLATERAL SECURING THE PAYMENT AND
PERFORMANCE OF THE BORROWER'S AND THE GUARANTORS' OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL,
OVER THE LC COLLECTION ACCOUNT.
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 OR PROFITS, IF ANY, ON
SUCH INVESTMENTS SHALL ACCUMULATE IN THE LC COLLECTION ACCOUNT.
MONEYS IN THE
LC COLLECTION 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, BE APPLIED TO SATISFY OTHER
OBLIGATIONS OF THE BORROWER AND THE GUARANTORS UNDER THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS.
IF