("CASH COLLATERAL") FOR THE LC OBLIGATIONS, CASH
OR DEPOSIT ACCOUNT BALANCES IN ACCORDANCE WITH DOCUMENTATION IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT AND THE ISSUING LENDER (WHICH
DOCUMENTS ARE HEREBY CONSENTED TO BY THE LENDERS).
THE BORROWER HEREBY GRANTS
TO THE AGENT, FOR THE BENEFIT OF THE CREDIT PARTIES, A SECURITY INTEREST IN ALL
OF SUCH CASH, DEPOSIT ACCOUNTS AND ALL BALANCES THEREIN AND ALL PROCEEDS OF THE
FOREGOING.
CASH COLLATERAL SHALL BE MAINTAINED IN BLOCKED, NON-INTEREST BEARING
DEPOSIT ACCOUNTS HELD BY THE AGENT.
2.02.9.
LETTER OF CREDIT FEES.
THE BORROWER SHALL PAY TO THE AGENT, FOR
THE RATABLE ACCOUNTS OF THE LENDERS, A LETTER OF CREDIT FEE (THE "LETTER OF
CREDIT FEE") ON THE AGGREGATE DAILY STATED AMOUNT OF THE OUTSTANDING LETTERS OF
CREDIT AT THE RATE EQUAL TO THE APPLICABLE MARGIN FOR REVOLVING CREDIT LOANS
LIBOR BORROWINGS IN EFFECT FROM TIME TO TIME, PROVIDED, THAT UPON THE
IMPLEMENTATION OF THE DEFAULT RATE AND FOR SO LONG AS THE SAME SHALL CONTINUE,
THE LETTER OF CREDIT FEE SHALL BE INCREASED TO THE DEFAULT RATE.
LETTER OF
CREDIT FEES SHALL BE PAYABLE (A) QUARTERLY IN ARREARS ON THE LAST BUSINESS DAY
OF EACH FISCAL QUARTER OCCURRING DURING THE TERM OF THIS AGREEMENT, AND (B) ON
THE REVOLVING CREDIT TERMINATION DATE OR ANY OTHER DATE ON WHICH THE REVOLVING
CREDIT COMMITMENTS ARE TERMINATED.
THE BORROWER SHALL PAY TO THE AGENT, FOR THE
SOLE ACCOUNT OF THE ISSUING LENDER, A FRONTING FEE OF 0.125% OF THE STATED
AMOUNT ON ANY NEW OR EXTENDED LETTERS OF CREDIT, PLUS SUCH CUSTOMARY ISSUANCE,
PRESENTATION, AMENDMENT AND PROCESSING FEES AND ALL STANDARD COSTS OR CHARGES OF
THE ISSUING LENDER RELATING TO LETTERS OF CREDIT, AS FROM TIME TO TIME IN
EFFECT.
SUCH FEES AND COSTS AND CHARGES SHALL BE DUE AND PAYABLE ON DEMAND AND
SHALL BE NONREFUNDABLE.
2.02.10.
LETTERS OF CREDIT ISSUED FOR OTHER LOAN PARTIES OR SUBSIDIARIES.
NOTWITHSTANDING THAT A LETTER OF CREDIT ISSUED OR OUTSTANDING HEREUNDER IS IN
SUPPORT OF ANY OBLIGATIONS OF, OR IS FOR THE ACCOUNT OF ANOTHER LOAN PARTY OR A
SUBSIDIARY OF THE BORROWER OR OF ANOTHER LOAN PARTY, THE BORROWER SHALL BE
OBLIGATED TO REIMBURSE THE ISSUING LENDER HEREUNDER FOR ANY AND ALL DRAWINGS
UNDER SUCH LETTER OF CREDIT.
THE BORROWER HEREBY ACKNOWLEDGES THAT THE ISSUANCE
OF LETTERS OF CREDIT FOR THE ACCOUNTS OF OTHER LOAN PARTIES AND SUBSIDIARIES OF
THE BORROWER AND ANY OTHER LOAN PARTY INURES TO THE BENEFIT OF THE BORROWER, AND
THAT THE BORROWER'S BUSINESS DERIVES SUBSTANTIAL BENEFITS FROM THE BUSINESSES OF
SUCH OTHER LOAN PARTIES AND SUBSIDIARIES.
2.02.11.
INCREASED COSTS.
TO THE EXTENT THAT AFTER THE CLOSING DATE ANY
GOVERNMENTAL AUTHORITY IMPOSES ANY CONDITION OR REQUIREMENT UPON THE ISSUING
LENDER REGARDING THE LETTERS OF CREDIT AND IF THE RESULT OF SUCH CONDITION OR
REQUIREMENT IS TO DIRECTLY OR INDIRECTLY INCREASE THE COST TO THE ISSUING LENDER
OF ISSUING OR MAINTAINING ANY LETTER OF CREDIT, OR TO REDUCE THE EFFECTIVE YIELD
TO THE ISSUING LENDER OF THE AMOUNT RECEIVABLE IN RESPECT THEREOF,