CASH
COLLATERALIZE HAVE CORRESPONDING MEANINGS.
THE BORROWERS HEREBY GRANT TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUER, THE ADMINISTRATIVE
AGENT AND THE OTHER SECURED PARTIES, A SECURITY INTEREST IN ALL SUCH CASH,
DEPOSIT ACCOUNTS AND ALL BALANCES THEREIN PLEDGED, DEPOSITED WITH OR DELIVERED
TO THE ADMINISTRATIVE AGENT AND ALL PROCEEDS OF THE FOREGOING.
CASH COLLATERAL
SHALL BE MAINTAINED IN BLOCKED, NON-INTEREST BEARING DEPOSIT ACCOUNTS AT SOCIETE
GENERAL.
(H)
APPLICABILITY OF ISP98 AND UCP.
UNLESS OTHERWISE EXPRESSLY AGREED BY
THE L/C ISSUER AND THE BORROWER REPRESENTATIVE WHEN A LETTER OF CREDIT IS
45
ISSUED, (I) THE RULES OF THE ISP SHALL APPLY TO EACH STANDBY LETTER OF CREDIT
AND (II) THE RULES OF THE UCP SHALL APPLY TO EACH COMMERCIAL LETTER OF CREDIT.
(I)
LETTER OF CREDIT FEES.
THE BORROWERS SHALL PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH REVOLVING LENDER IN ACCORDANCE WITH
ITS PRO RATA SHARE A LETTER OF CREDIT FEE (THE "LETTER OF CREDIT FEE") FOR EACH
LETTER OF CREDIT EQUAL TO THE APPLICABLE MARGIN FOR REVOLVING LOANS THAT ARE
EURODOLLAR RATE LOANS TIMES THE DAILY MAXIMUM AMOUNT AVAILABLE TO BE DRAWN UNDER
SUCH LETTER OF CREDIT (WHETHER OR NOT SUCH MAXIMUM AMOUNT IS THEN IN EFFECT
UNDER SUCH LETTER OF CREDIT).
LETTER OF CREDIT FEES SHALL BE (I) COMPUTED ON A
QUARTERLY BASIS IN ARREARS AND (II) DUE AND PAYABLE ON THE LAST BUSINESS DAY OF
EACH MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO
OCCUR AFTER THE ISSUANCE OF SUCH LETTER OF CREDIT, ON THE LETTER OF CREDIT
EXPIRATION DATE AND THEREAFTER ON DEMAND.
IF THERE IS ANY CHANGE IN THE
APPLICABLE MARGIN DURING ANY QUARTER, THE DAILY MAXIMUM AMOUNT OF EACH LETTER OF
CREDIT SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE MARGIN SEPARATELY FOR
EACH PERIOD DURING SUCH QUARTER THAT SUCH APPLICABLE MARGIN WAS IN EFFECT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WHILE AN EVENT OF
DEFAULT EXISTS, ALL LETTER OF CREDIT FEES SHALL ACCRUE AT THE DEFAULT RATE.
(J)
FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C
ISSUER.
THE BORROWERS SHALL PAY DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT
A ONE TIME FRONTING FEE FOR EACH LETTER OF CREDIT IN THE AMOUNT AND AT THE TIMES
AGREED TO BY THE BORROWER AND THE L/C ISSUER.
IN ADDITION, THE BORROWERS SHALL
PAY DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT THE CUSTOMARY ISSUANCE,
PRESENTATION, AMENDMENT AND OTHER PROCESSING FEES, AND OTHER STANDARD COSTS AND
CHARGES, OF THE L/C ISSUER RELATING TO LETTERS OF CREDIT AS FROM TIME TO TIME IN
EFFECT.
SUCH CUSTOMARY FEES AND STANDARD COSTS AND CHARGES ARE DUE AND PAYABLE
ON DEMAND AND ARE NONREFUNDABLE.
(K)
CONFLICT WITH LETTER OF CREDIT APPLICATION.
IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS HEREOF AND THE TERMS OF ANY LETTER OF CREDIT
APPLICATION, THE TERMS HEREOF SHALL CONTROL.
(L)
LETTERS OF CREDIT ISSUED FOR DOMESTIC SUBSIDIARIES.
NOTWITHSTANDING THAT A LETTER OF CREDIT ISSUED OR OUTSTANDING HEREUNDER IS