BY THE
BORROWER WHICH THE BORROWER PROVES WERE CAUSED BY SUCH L/C ISSUER'S WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OR SUCH L/C ISSUER'S WILLFUL OR GROSSLY NEGLIGENT
FAILURE TO PAY UNDER ANY LETTER OF CREDIT AFTER THE PRESENTATION TO IT BY THE
BENEFICIARY OF A SIGHT DRAFT AND CERTIFICATE(S) STRICTLY COMPLYING WITH THE
TERMS AND CONDITIONS OF A LETTER OF CREDIT.
IN FURTHERANCE AND NOT IN
LIMITATION OF THE FOREGOING, EACH L/C ISSUER MAY ACCEPT DOCUMENTS THAT APPEAR ON
THEIR FACE TO BE IN ORDER, WITHOUT RESPONSIBILITY FOR FURTHER INVESTIGATION,
REGARDLESS OF ANY NOTICE OR INFORMATION TO THE CONTRARY, AND NO L/C ISSUER SHALL
BE RESPONSIBLE FOR THE VALIDITY OR SUFFICIENCY OF ANY INSTRUMENT TRANSFERRING OR
ASSIGNING OR PURPORTING TO TRANSFER OR ASSIGN A LETTER OF CREDIT OR THE RIGHTS
OR BENEFITS THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART, WHICH MAY PROVE
TO BE INVALID OR INEFFECTIVE FOR ANY REASON.
(F)
CASH COLLATERAL.
(I) IF ANY EVENT OF DEFAULT OCCURS AND IS
CONTINUING AND THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, AS APPLICABLE,
REQUIRE THE BORROWER TO CASH COLLATERALIZE THE REVOLVING L/C OBLIGATIONS
PURSUANT TO SECTION 8.02(C) OR (II) AN EVENT OF DEFAULT SET FORTH UNDER SECTION
8.01(F) OR (G) OCCURS AND IS CONTINUING, THEN THE BORROWER SHALL CASH
COLLATERALIZE THE THEN OUTSTANDING AMOUNT OF ALL REVOLVING L/C OBLIGATIONS (IN
AN AMOUNT EQUAL TO SUCH OUTSTANDING AMOUNT DETERMINED AS OF THE DATE OF SUCH
EVENT OF DEFAULT), AND SHALL DO SO NOT LATER THAN 2:00 P.M., NEW YORK CITY TIME,
ON (X) IN THE CASE OF THE IMMEDIATELY PRECEDING CLAUSE (I), (1) THE BUSINESS DAY
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THAT THE BORROWER RECEIVES NOTICE THEREOF, IF SUCH NOTICE IS RECEIVED ON SUCH
DAY PRIOR TO 12:00 NOON, NEW YORK CITY TIME, OR (2) IF CLAUSE (1) ABOVE DOES NOT
APPLY, THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT THE BORROWER RECEIVES
SUCH NOTICE AND (Y) IN THE CASE OF THE IMMEDIATELY PRECEDING CLAUSE (II), THE
BUSINESS DAY ON WHICH AN EVENT OF DEFAULT SET FORTH UNDER SECTION 8.01(F) OR (G)
OCCURS OR, IF SUCH DAY IS NOT A BUSINESS DAY, THE BUSINESS DAY IMMEDIATELY
SUCCEEDING SUCH DAY.
FOR PURPOSES HEREOF, "CASH COLLATERALIZE" MEANS TO PLEDGE
AND DEPOSIT WITH OR DELIVER TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
RELEVANT REVOLVING L/C ISSUER AND THE REVOLVING CREDIT LENDERS, AS COLLATERAL
FOR THE REVOLVING L/C OBLIGATIONS, CASH OR DEPOSIT ACCOUNT BALANCES ("CASH
COLLATERAL") PURSUANT TO DOCUMENTATION IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE RELEVANT REVOLVING L/C ISSUER
(WHICH DOCUMENTS ARE HEREBY CONSENTED TO BY THE REVOLVING CREDIT LENDERS).
DERIVATIVES OF SUCH TERM HAVE CORRESPONDING MEANINGS.
THE BORROWER HEREBY
GRANTS TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUERS AND THE
REVOLVING LENDERS, A SECURITY INTEREST IN ALL SUCH CASH, DEPOSIT ACCOUNTS AND
ALL BALANCES THEREIN AND ALL PROCEEDS OF THE FOREGOING.
CASH COLLATERAL SHALL
BE MAINTAINED IN BLOCKED ACCOUNTS AT UBS AG, STAMFORD BRANCH AND MAY BE INVESTED
IN READILY AVAILABLE CASH EQUIVALENTS.
IF AT