FOR THE BENEFIT OF THE LENDERS, AN AMOUNT IN
CASH EQUAL TO, IN THE CASE OF AN EVENT OF DEFAULT, THE LC EXPOSURE, AND IN THE
CASE OF A PAYMENT REQUIRED BY SECTION 3.04(B), THE AMOUNT OF SUCH EXCESS AS
PROVIDED IN SECTION 3.04(B), 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(G) OR SECTION 10.01(H).
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 SUCH ACCOUNT AND ALL CASH, CHECKS, DRAFTS, CERTIFICATES AND INSTRUMENTS, IF
ANY, FROM TIME TO TIME DEPOSITED OR HELD IN SUCH 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 GUARANTOR'S 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 SUCH 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 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, BE APPLIED TO SATISFY