PARTIAL DRAWING REQUEST UNDER ANY
LETTER OF CREDIT AND SUCH DRAWING HAS RESULTED IN AN L/C BORROWING, OR (II) IF,
AS OF THE LETTER OF CREDIT EXPIRATION DATE, ANY L/C OBLIGATION FOR ANY REASON
REMAINS OUTSTANDING, THE BORROWER SHALL, IN EACH CASE, IMMEDIATELY CASH
COLLATERALIZE THE THEN OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS.
SECTIONS 2.06
AND 8.02(C) SET FORTH CERTAIN ADDITIONAL REQUIREMENTS TO DELIVER CASH COLLATERAL
HEREUNDER.
FOR PURPOSES OF THIS SECTION 2.03, SECTION 2.06 AND SECTION 8.02(C),
"CASH COLLATERALIZE" MEANS TO PLEDGE AND DEPOSIT WITH OR DELIVER TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUER AND THE REVOLVING
LENDERS, AS COLLATERAL FOR THE L/C OBLIGATIONS, CASH OR DEPOSIT ACCOUNT BALANCES
PURSUANT TO DOCUMENTATION IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE L/C ISSUER (WHICH DOCUMENTS ARE HEREBY CONSENTED TO
BY THE LENDERS).
THE BORROWER HEREBY GRANTS TO THE ADMINISTRATIVE AGENT, FOR
THE BENEFIT OF THE L/C ISSUER 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, INTEREST BEARING
DEPOSIT ACCOUNTS AT BANK OF AMERICA.
32
(H)
APPLICABILITY OF ISP AND UCP.
UNLESS OTHERWISE EXPRESSLY AGREED
BY THE L/C ISSUER AND THE BORROWER WHEN A LETTER OF CREDIT IS ISSUED, (I) THE
RULES OF THE ISP SHALL APPLY TO EACH STANDBY LETTER OF CREDIT, AND (II) THE
RULES OF THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, AS MOST
RECENTLY PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE AT THE TIME OF
ISSUANCE SHALL APPLY TO EACH COMMERCIAL LETTER OF CREDIT.
(I)
LETTER OF CREDIT FEES.
THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH REVOLVING LENDER IN ACCORDANCE WITH
ITS APPLICABLE PERCENTAGE A LETTER OF CREDIT FEE (THE "LETTER OF CREDIT FEE")
FOR EACH LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE TIMES THE DAILY AMOUNT
AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT.
FOR PURPOSES OF COMPUTING
THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER ANY LETTER OF CREDIT, THE AMOUNT OF
SUCH LETTER OF CREDIT SHALL BE DETERMINED IN ACCORDANCE WITH SECTION 1.06.
LETTER OF CREDIT FEES SHALL BE (I) COMPUTED ON A QUARTERLY BASIS IN ARREARS AND
(II) DUE AND PAYABLE ON THE FIRST BUSINESS DAY AFTER THE END OF EACH CALENDAR
QUARTER, 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 RATE DURING ANY QUARTER, THE
DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER EACH LETTER OF CREDIT SHALL BE COMPUTED
AND MULTIPLIED BY THE APPLICABLE RATE SEPARATELY FOR EACH PERIOD DURING SUCH
QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED HEREIN, UPON THE REQUEST OF THE REQUIRED LENDERS, WHILE
ANY EVENT OF DEFAULT EXISTS, ALL LETTER OF CREDIT FEES SHALL ACCRUE AT THE
DEFAULT RATE.
(J)
FRONTING FEE AND DOCUMENTARY AND