TIME TO TIME HEREAFTER DELIVERED TO OR OTHERWISE POSSESSED BY THE ADMINISTRATIVE
AGENT FOR OR ON BEHALF OF THE BORROWER IN SUBSTITUTION FOR OR IN RESPECT OF ANY
OR ALL OF THE THEN EXISTING LETTER OF CREDIT COLLATERAL;
(III)
ALL INTEREST, DIVIDENDS, CASH, INSTRUMENTS AND OTHER PROPERTY
FROM TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR
IN EXCHANGE FOR ANY OR ALL OF THE THEN EXISTING LETTER OF CREDIT COLLATERAL; AND
(IV)
TO THE EXTENT NOT COVERED BY THE ABOVE CLAUSES, ALL PROCEEDS OF
ANY OR ALL OF THE FOREGOING LETTER OF CREDIT COLLATERAL.
The lien and security interest granted hereby secures the payment of all
Obligations of the Borrower now or hereafter existing hereunder and under any
other Loan Document.
(C)
THE BORROWER HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT FOR THE
RATABLE BENEFIT OF THE BANKS TO APPLY, FROM TIME TO TIME AFTER FUNDS ARE
DEPOSITED IN THE LETTER OF CREDIT COLLATERAL ACCOUNT AND FOR SO LONG AS AN EVENT
OF DEFAULT HAS OCCURRED AND IN CONTINUING, FUNDS THEN HELD IN THE LETTER OF
CREDIT COLLATERAL ACCOUNT TO THE PAYMENT OF ANY AMOUNTS, IN SUCH ORDER AS THE
ADMINISTRATIVE AGENT MAY ELECT, AS SHALL HAVE BECOME DUE AND PAYABLE BY THE
BORROWER TO THE BANKS IN RESPECT OF THE LETTERS OF CREDIT.
(D)
NEITHER THE BORROWER NOR ANY PERSON CLAIMING OR ACTING ON BEHALF
OF OR THROUGH THE BORROWER SHALL HAVE ANY RIGHT TO WITHDRAW ANY OF THE FUNDS
HELD IN THE LETTER OF CREDIT COLLATERAL ACCOUNT, EXCEPT AS PROVIDED IN SECTION
6.4(H) HEREOF.
(E)
THE BORROWER AGREES THAT IT WILL NOT (I) SELL OR OTHERWISE DISPOSE
OF ANY INTEREST IN THE LETTER OF CREDIT COLLATERAL OR (II) CREATE OR PERMIT TO
EXIST ANY LIEN, SECURITY INTEREST
65
OR OTHER CHARGE OR ENCUMBRANCE UPON OR WITH RESPECT TO ANY OF THE LETTER OF
CREDIT COLLATERAL, EXCEPT FOR THE SECURITY INTEREST CREATED BY THIS SECTION 6.4.
(F)
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING:
(I)
THE ADMINISTRATIVE AGENT MAY, IN ITS SOLE DISCRETION, WITHOUT
NOTICE TO THE BORROWER EXCEPT AS REQUIRED BY LAW AND AT ANY TIME FROM TIME TO
TIME, CHARGE, SET OFF OR OTHERWISE APPLY ALL OR ANY PART OF FIRST, (X) AMOUNTS
PREVIOUSLY DRAWN ON ANY LETTER OF CREDIT THAT HAVE NOT BEEN REIMBURSED BY THE
BORROWER AND (Y) ANY LETTER OF CREDIT USAGE DESCRIBED IN CLAUSE (II) OF THE
DEFINITION THEREOF THAT ARE THEN DUE AND PAYABLE AND SECOND, ANY OTHER UNPAID
OBLIGATIONS THEN DUE AND PAYABLE AGAINST THE LETTER OF CREDIT COLLATERAL ACCOUNT
OR ANY PART THEREOF, IN SUCH ORDER AS THE ADMINISTRATIVE AGENT SHALL ELECT. THE
RIGHTS OF THE ADMINISTRATIVE AGENT UNDER THIS SECTION 6.4 ARE IN ADDITION TO ANY
RIGHTS AND REMEDIES WHICH ANY BANK MAY HAVE.
(II)
THE ADMINISTRATIVE AGENT MAY ALSO EXERCISE, IN ITS SOLE
DISCRETION, IN RESPECT OF THE LETTER OF CREDIT COLLATERAL ACCOUNT, IN ADDITION
TO THE OTHER RIGHTS AND REMEDIES PROVIDED HEREIN OR OTHERWISE AVAILABLE TO IT,
ALL THE RIGHTS