SATISFIED OR FOR ANY OTHER REASON, THE BORROWERS SHALL IMMEDIATELY CASH
COLLATERALIZE THE THEN OUTSTANDING AMOUNT OF SUCH L/C BORROWING, OR (II) IF, AS
OF THE LETTER OF CREDIT EXPIRATION DATE, ANY L/C OBLIGATION FOR ANY REASON
REMAINS OUTSTANDING, THE BORROWERS SHALL IMMEDIATELY CASH COLLATERALIZE THE THEN
OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS.
SECTIONS 2.05 AND 8.02(C) SET FORTH
CERTAIN ADDITIONAL REQUIREMENTS TO DELIVER CASH COLLATERAL HEREUNDER.
FOR
PURPOSES OF THIS SECTION 2.03, SECTION 2.05 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 LENDERS, AS COLLATERAL FOR THE
L/C OBLIGATIONS, CASH OR DEPOSIT ACCOUNT BALANCES IN AN AMOUNT EQUAL TO ONE
HUNDRED THREE PERCENT (103%) OF THE OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS,
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.
THE
BORROWERS HEREBY GRANT TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE CREDIT
PARTIES, 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 THE CASH COLLATERAL 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 THAT THE TOTAL AMOUNT
OF SUCH FUNDS IS LESS THAN THE AGGREGATE OUTSTANDING AMOUNT OF ALL L/C
OBLIGATIONS, THE BORROWERS WILL, FORTHWITH UPON DEMAND BY THE ADMINISTRATIVE
AGENT, PAY TO THE ADMINISTRATIVE AGENT, AS ADDITIONAL FUNDS TO BE DEPOSITED AS
CASH COLLATERAL,
65
AN AMOUNT EQUAL TO THE EXCESS OF (X) SUCH AGGREGATE OUTSTANDING AMOUNT OVER
(Y) THE TOTAL AMOUNT OF FUNDS, IF ANY, THEN HELD AS CASH COLLATERAL THAT THE
ADMINISTRATIVE AGENT 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 LAWS, TO REIMBURSE THE L/C ISSUER AND, TO THE EXTENT NOT SO APPLIED,
SHALL THEREAFTER BE APPLIED TO SATISFY OTHER OBLIGATIONS THEN DUE AND PAYABLE.
(H)
APPLICABILITY OF ISP AND UCP.
UNLESS
OTHERWISE EXPRESSLY AGREED BY THE L/C ISSUER AND THE LEAD 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 BORROWERS
SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER IN
ACCORDANCE WITH ITS APPLICABLE PERCENTAGE A LETTER OF CREDIT FEE (THE "LETTER OF
CREDIT FEE") FOR EACH LETTER OF CREDIT EQUAL THE APPLICABLE MARGIN FOR LIBO RATE