UPON DEMAND BY THE
ADMINISTRATIVE AGENT, PAY TO THE ADMINISTRATIVE AGENT, AS ADDITIONAL FUNDS TO BE
DEPOSITED AND HELD IN THE DEPOSIT ACCOUNTS AT JPMORGAN CHASE BANK AS AFORESAID,
AN AMOUNT EQUAL TO THE EXCESS OF (A) 102% OF 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 102% 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 COMPANY.
IF THE COMPANY
IS REQUIRED TO PROVIDE AN AMOUNT OF CASH COLLATERAL HEREUNDER AS A RESULT OF THE
OCCURRENCE OF AN EVENT OF DEFAULT, SUCH AMOUNT PLUS ANY ACCRUED INTEREST OR
REALIZED PROFITS WITH RESPECT TO SUCH AMOUNT (TO THE EXTENT NOT APPLIED AS
AFORESAID) SHALL BE RETURNED TO THE COMPANY WITHIN TWO BUSINESS DAYS AFTER ALL
EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
NOTWITHSTANDING THE OCCURRENCE OF
THE LETTER OF CREDIT EXPIRATION DATE, ANY FULL OR PARTIAL FAILURE BY THE COMPANY
TO CASH COLLATERALIZE THE OUTSTANDING AMOUNT OF ANY LETTER OF CREDIT IN THE CASE
OF CLAUSE (I) ABOVE SHALL OPERATE TO CONTINUE THE SEVERAL OBLIGATIONS OF THE
REVOLVING CREDIT LENDERS TO PARTICIPATE IN SUCH LETTER OF CREDIT (X) TO THE
EXTENT SO NOT CASH COLLATERALIZED AND (Y) TO THE EXTENT ANY SUCH CASH COLLATERAL
IS REQUIRED TO BE RETURNED TO THE COMPANY UNDER ANY OF THE CIRCUMSTANCES
DESCRIBED IN SECTION 10.06 (INCLUDING PURSUANT TO ANY SETTLEMENT ENTERED INTO BY
SUCH L/C ISSUER IN ITS DISCRETION), AND UPON ANY DRAWING UNDER SUCH LETTER OF
CREDIT, SUCH PARTICIPATIONS BY THE REVOLVING CREDIT LENDERS IN ANY UNREIMBURSED
AMOUNT SHALL BE DEEMED TO BE L/C BORROWINGS AND L/C ADVANCES PURSUANT TO THIS
SECTION 2.03.
(H)
LETTER OF CREDIT FEES.
THE COMPANY SHALL PAY TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF EACH REVOLVING CREDIT LENDER IN ACCORDANCE WITH ITS PRO RATA
SHARE A LETTER OF CREDIT FEE FOR EACH LETTER OF CREDIT ISSUED PURSUANT TO THIS
AGREEMENT EQUAL TO THE APPLICABLE RATE TIMES THE DAILY MAXIMUM AMOUNT THEN
AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT (WHETHER OR NOT SUCH MAXIMUM
AMOUNT IS THEN IN EFFECT UNDER SUCH LETTER OF CREDIT IF SUCH MAXIMUM AMOUNT
INCREASES PERIODICALLY PURSUANT TO THE TERMS OF SUCH LETTER OF CREDIT).
SUCH
LETTER OF CREDIT FEES SHALL BE COMPUTED ON A QUARTERLY BASIS IN ARREARS.
SUCH
LETTER OF CREDIT FEES SHALL BE DUE AND PAYABLE IN DOLLARS ON THE FIRST BUSINESS
DAY AFTER THE END OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH
THE FIRST SUCH DATE TO OCCUR AFTER THE ISSUANCE OF SUCH