PURPOSES
HEREOF, "CASH COLLATERALIZE" MEANS TO PLEDGE AND DEPOSIT WITH OR DELIVER TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUER AND THE LENDERS, AS
COLLATERAL FOR THE 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 L/C ISSUER (WHICH DOCUMENTS ARE
HEREBY CONSENTED TO BY THE LENDERS). DERIVATIVES OF SUCH TERM HAVE CORRESPONDING
MEANINGS. CASH COLLATERAL SHALL BE MAINTAINED IN DEPOSIT ACCOUNTS DESIGNATED BY
THE ADMINISTRATIVE AGENT AND WHICH IS UNDER THE SOLE DOMINION AND CONTROL OF THE
ADMINISTRATIVE AGENT AND SHALL BE DEPOSITED IN AN INTEREST-BEARING ACCOUNT. IF
AT ANY TIME THE ADMINISTRATIVE AGENT DETERMINES THAT ANY FUNDS HELD AS CASH
COLLATERAL ARE SUBJECT TO ANY RIGHT OR CLAIM OF ANY PERSON OTHER THAN THE
ADMINISTRATIVE AGENT OR CLAIMS OF THE DEPOSITARY BANK ARISING BY OPERATION OF
LAW OR THAT THE TOTAL AMOUNT OF SUCH FUNDS IS LESS THAN THE AMOUNT REQUIRED BY
THE FIRST SENTENCE OF THIS CLAUSE (G), THE RELEVANT BORROWER WILL, FORTHWITH
UPON DEMAND BY THE ADMINISTRATIVE AGENT, PAY TO THE ADMINISTRATIVE AGENT, AS
ADDITIONAL FUNDS TO BE DEPOSITED AND HELD IN THE DEPOSIT ACCOUNTS DESIGNATED BY
THE ADMINISTRATIVE AGENT AS AFORESAID, AN AMOUNT EQUAL TO THE EXCESS OF (X) 100%
OR 103%, AS APPLICABLE, OF SUCH AGGREGATE OUTSTANDING AMOUNT OVER (Y) THE TOTAL
AMOUNT OF FUNDS, IF ANY, THEN HELD AS CASH COLLATERAL THAT THE ADMINISTRATIVE
AGENT REASONABLY DETERMINES TO BE FREE AND CLEAR OF ANY SUCH RIGHT AND CLAIM.
UPON THE DRAWING OF ANY LETTER OF CREDIT FOR WHICH FUNDS ARE ON DEPOSIT AS CASH
COLLATERAL, SUCH FUNDS SHALL BE APPLIED, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, TO REIMBURSE THE L/C ISSUER. TO THE EXTENT THE AMOUNT OF ANY
CASH COLLATERAL EXCEEDS 100% OR 103%, AS APPLICABLE, OF THE THEN OUTSTANDING
AMOUNT OF SUCH L/C OBLIGATIONS AND SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, THE EXCESS SHALL BE REFUNDED TO THE RELEVANT BORROWER.
(H)
APPLICABILITY OF ISP98 AND UCP. UNLESS OTHERWISE EXPRESSLY AGREED
BY THE L/C ISSUER AND THE RELEVANT BORROWER WHEN A LETTER OF CREDIT IS ISSUED,
(I) THE RULES OF THE "INTERNATIONAL STANDBY PRACTICES 1998" PUBLISHED BY THE
INSTITUTE OF INTERNATIONAL BANKING LAW & PRACTICE (OR SUCH LATER VERSION THEREOF
AS MAY BE IN EFFECT AT THE TIME OF ISSUANCE) (EXCLUDING RULE 3.14) 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. EACH BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS PRO
RATA SHARE A LETTER OF CREDIT FEE FOR EACH LETTER OF CREDIT ISSUED FOR THE
ACCOUNT OF SUCH BORROWER EQUAL TO THE APPLICABLE RATE TIMES THE DAILY MAXIMUM
AMOUNT THEN AVAILABLE TO BE DRAWN UNDER SUCH LETTER