IF SUCH NOTICE IS RECEIVED ON SUCH DAY PRIOR TO 12:00
NOON, NEW YORK CITY TIME, OR (2) IF CLAUSE (1) ABOVE DOES NOT APPLY, THE
BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT THE BORROWER RECEIVES SUCH
NOTICE AND (Y) IN THE CASE OF THE IMMEDIATELY PRECEDING CLAUSE (II), THE
BUSINESS DAY ON WHICH AN EVENT OF DEFAULT SET FORTH UNDER SECTION 8.01(F) OR (G)
OCCURS OR, IF SUCH DAY IS NOT A BUSINESS DAY, THE BUSINESS DAY IMMEDIATELY
SUCCEEDING SUCH DAY.
FOR PURPOSES HEREOF, "CASH COLLATERALIZE" MEANS TO PLEDGE
AND DEPOSIT WITH OR DELIVER TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
RELEVANT L/C ISSUER AND THE REVOLVING CREDIT 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 RELEVANT L/C ISSUER (WHICH DOCUMENTS ARE HEREBY
CONSENTED TO BY THE REVOLVING CREDIT LENDERS).
DERIVATIVES OF SUCH TERM HAVE
CORRESPONDING MEANINGS.
THE BORROWER HEREBY GRANTS TO THE ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF THE L/C ISSUERS AND THE REVOLVING CREDIT 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
ACCOUNTS AT UBS AG, STAMFORD BRANCH AND MAY BE INVESTED IN READILY AVAILABLE
CASH EQUIVALENTS.
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 (ON BEHALF OF THE SECURED PARTIES) OR THAT
THE TOTAL AMOUNT OF SUCH FUNDS IS LESS THAN THE AGGREGATE OUTSTANDING AMOUNT OF
ALL L/C OBLIGATIONS, THE 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 AT UBS AG, STAMFORD BRANCH AS
AFORESAID, AN AMOUNT EQUAL TO THE EXCESS OF (A) SUCH AGGREGATE OUTSTANDING
AMOUNT OVER (B) 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 RELEVANT L/C ISSUER.
TO THE
EXTENT THE AMOUNT OF ANY CASH COLLATERAL EXCEEDS 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 BORROWER.
IF SUCH EVENT OF
DEFAULT IS CURED OR WAIVED AND NO OTHER EVENT OF DEFAULT IS THEN OCCURRING AND
CONTINUING, THE AMOUNT OF ANY CASH COLLATERAL SHALL BE REFUNDED TO THE BORROWER.
(G)
LETTER OF CREDIT FEES.
(i)
The Borrower shall pay to the Administrative Agent for the account of
each Dollar Revolving Credit Lender in accordance with its Pro Rata Share a
Letter of Credit fee for each Dollar Letter of