THE ADMINISTRATIVE AGENT AND FOR
THE BENEFIT OF THE ISSUING BANK AND THE LENDERS, AN AMOUNT IN CASH EQUAL TO THE
LC EXPOSURE AS OF SUCH DATE PLUS ANY ACCRUED AND UNPAID FEES 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 NOTICE OF ANY KIND, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH
RESPECT TO ANY BORROWER DESCRIBED IN CLAUSE (H) OR (I) OF SECTION 8.1.
SUCH
DEPOSIT SHALL BE HELD BY THE ADMINISTRATIVE AGENT AS COLLATERAL FOR THE PAYMENT
AND PERFORMANCE OF THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS UNDER THIS
AGREEMENT.
THE ADMINISTRATIVE AGENT SHALL HAVE EXCLUSIVE DOMINION AND CONTROL,
INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH ACCOUNT.
EACH BORROWER
AGREES TO EXECUTE ANY DOCUMENTS AND/OR CERTIFICATES TO EFFECTUATE THE INTENT OF
THIS PARAGRAPH.
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 BORROWERS' RISK AND EXPENSE, SUCH DEPOSITS
SHALL NOT BEAR INTEREST.
INTEREST AND 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 HAD NOT BEEN REIMBURSED AND TO THE EXTENT SO APPLIED, SHALL BE HELD FOR
THE SATISFACTION OF THE JOINT AND SEVERAL REIMBURSEMENT OBLIGATIONS OF THE
BORROWERS FOR THE LC EXPOSURE AT SUCH TIME OR, IF THE MATURITY OF THE LOANS HAS
BEEN ACCELERATED, WITH THE CONSENT OF THE REQUIRED LENDERS, BE APPLIED TO
SATISFY OTHER OBLIGATIONS OF THE BORROWERS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
IF THE BORROWERS ARE REQUIRED TO PROVIDE AN AMOUNT OF CASH
COLLATERAL HEREUNDER AS A RESULT OF THE OCCURRENCE OF AN EVENT OF DEFAULT, SUCH
AMOUNT (TO THE EXTENT NOT SO APPLIED AS AFORESAID) SHALL BE RETURNED TO THE
BORROWERS WITHIN THREE BUSINESS DAYS AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED
OR WAIVED.
(H)
PROMPTLY FOLLOWING THE END OF EACH CALENDAR QUARTER, THE ISSUING
BANK SHALL DELIVER (THROUGH THE ADMINISTRATIVE AGENT) TO EACH LENDER AND THE
ADMINISTRATIVE BORROWER A REPORT DESCRIBING THE AGGREGATE LETTERS OF CREDIT
OUTSTANDING AT THE END OF SUCH FISCAL QUARTER.
UPON THE REQUEST OF ANY LENDER
FROM TIME TO TIME, THE ISSUING BANK SHALL DELIVER TO SUCH LENDER ANY OTHER
INFORMATION REASONABLY REQUESTED BY SUCH LENDER WITH RESPECT TO EACH LETTER OF
CREDIT THEN OUTSTANDING.
44
(I)
THE BORROWERS' JOINT AND SEVERAL OBLIGATIONS TO REIMBURSE LC
DISBURSEMENTS HEREUNDER SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE AND
SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT UNDER
ALL CIRCUMSTANCES WHATSOEVER AND IRRESPECTIVE OF ANY OF THE FOLLOWING
CIRCUMSTANCES:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LETTER OF CREDIT
OR THIS AGREEMENT;
(II)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHT
WHICH ANY BORROWER OR ANY SUBSIDIARY OF ANY BORROWER MAY HAVE