SUB-ACCOUNTS FOR ASSIGNEE TRANCHE B-1 LENDERS AS SHALL BE REQUIRED PURSUANT TO
SECTION 10.04(B).
NO PERSON (OTHER THAN THE ADMINISTRATIVE AGENT) SHALL HAVE
THE RIGHT TO MAKE ANY WITHDRAWAL FROM THE DEPOSIT ACCOUNT OR TO EXERCISE ANY
OTHER RIGHT OR POWER WITH RESPECT THERETO EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 2.01(A)(II)(C) BELOW OR IN SECTION 10.04(B).
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT THE
DEPOSITS ARE AND WILL AT ALL TIMES BE PROPERTY OF THE TRANCHE B-1 LENDERS, AND
THAT NO AMOUNT ON DEPOSIT AT ANY TIME IN THE DEPOSIT ACCOUNT SHALL BE THE
PROPERTY OF ANY OF THE LOAN PARTIES, CONSTITUTE "COLLATERAL" UNDER THE CREDIT
DOCUMENTS OR OTHERWISE BE AVAILABLE IN ANY MANNER TO SATISFY ANY OBLIGATIONS OF
ANY OF THE LOAN PARTIES UNDER THE CREDIT DOCUMENTS.
EACH TRANCHE B-1 LENDER
AGREES THAT ITS RIGHT, TITLE AND INTEREST IN AND TO THE DEPOSIT ACCOUNT SHALL BE
LIMITED TO THE RIGHT TO REQUIRE AMOUNTS IN ITS SUB-ACCOUNT TO BE APPLIED AS
PROVIDED IN SECTION 2.01(A)(II)(C) BELOW AND THAT IT WILL HAVE NO RIGHT TO
REQUIRE THE RETURN OF ITS DEPOSIT OTHER THAN AS EXPRESSLY PROVIDED IN SUCH
SECTION 2.01(A)(II)(C).
EACH TRANCHE B-1 LENDER HEREBY ACKNOWLEDGES THAT (1)
ITS DEPOSIT CONSTITUTES PAYMENT FOR ITS PARTICIPATIONS IN TRANCHE B-1 LETTERS OF
CREDIT ISSUED OR TO BE ISSUED HEREUNDER, (2) ITS DEPOSIT AND ANY INVESTMENTS
MADE THEREWITH SHALL SECURE ITS OBLIGATIONS TO THE ISSUING BANKS HEREUNDER AND
(3) THE ISSUING BANKS WILL BE ISSUING, AMENDING, RENEWING AND EXTENDING TRANCHE
B-1 LETTERS OF CREDIT IN RELIANCE ON THE AVAILABILITY OF SUCH TRANCHE B-1
LENDER'S DEPOSIT TO DISCHARGE SUCH TRANCHE B-1 LENDER'S OBLIGATIONS IN
ACCORDANCE WITH SECTION 2.05(E) IN CONNECTION WITH ANY TRANCHE B-1 LC
DISBURSEMENT THEREUNDER.
EACH LENDER HEREBY GRANTS TO THE ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF THE ISSUING BANKS, A SECURITY INTEREST IN ITS DEPOSIT AND
AGREES THAT THE ADMINISTRATIVE AGENT, AS HOLDER OF THE DEPOSITS AND ANY
INVESTMENTS MADE THEREWITH, WILL BE ACTING, INTER ALIA, AS COLLATERAL AGENT FOR
THE ISSUING BANKS.
THE FUNDING OF THE DEPOSITS AND THE AGREEMENTS WITH RESPECT
THERETO SET FORTH IN THIS AGREEMENT CONSTITUTE ARRANGEMENTS AMONG THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE TRANCHE B-1 LENDERS WITH RESPECT
TO THE FUNDING OBLIGATIONS OF THE TRANCHE B-1 LENDERS UNDER THIS AGREEMENT, AND
THE DEPOSITS DO NOT CONSTITUTE LOANS OR EXTENSIONS OF CREDIT TO ANY LOAN PARTY.
NO LOAN PARTY SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO THE TRANCHE B-1
LENDERS, THE AGENTS OR ANY OTHER PERSON IN RESPECT OF THE ESTABLISHMENT,
48
MAINTENANCE, ADMINISTRATION OR MISAPPROPRIATION OF THE DEPOSIT ACCOUNT (OR ANY
SUB-ACCOUNT) OR WITH RESPECT TO THE INVESTMENT OF AMOUNTS HELD THEREIN,
INCLUDING PURSUANT TO SECTION 2.01(A)(II)(D) BELOW, OR THE DUTIES AND
RESPONSIBILITIES OF THE ADMINISTRATIVE AGENT WITH RESPECT TO THE FOREGOING
CONTEMPLATED BY SECTION 2.01(A)(II)(E) BELOW.
JPMCB HEREBY WAIVES ANY RIGHT OF
SETOFF AGAINST THE DEPOSITS THAT IT MAY HAVE UNDER APPLICABLE LAW OR OTHERWISE
WITH RESPECT TO AMOUNTS OWED TO IT BY TRANCHE B-1 LENDERS