L/C ISSUER AND THE LENDERS, AS COLLATERAL FOR THE L/C OBLIGATIONS, CASH
OR DEPOSIT ACCOUNT BALANCES IN AN AMOUNT EQUAL TO 103% OF THE OUTSTANDING AMOUNT
OF ALL L/C OBLIGATIONS, 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).
DERIVATIVES OF SUCH TERM HAVE
CORRESPONDING MEANINGS.
THE BORROWERS HEREBY GRANT TO THE COLLATERAL AGENT 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, NON-INTEREST BEARING DEPOSIT ACCOUNTS AT BANK OF AMERICA EXCEPT THAT
PERMITTED INVESTMENTS OF THE TYPE LISTED IN CLAUSES (A) THROUGH (F) OF THE
DEFINITION THEREOF MAY BE MADE AT THE REQUEST OF THE LEAD BORROWER AT THE OPTION
AND IN THE SOLE DISCRETION OF THE COLLATERAL AGENT (AND AT THE BORROWERS' RISK
AND EXPENSE); INTEREST OR PROFITS, IF ANY, ON SUCH INVESTMENTS SHALL ACCUMULATE
IN SUCH 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, 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.
(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 (INCLUDING ANY SUCH AGREEMENT APPLICABLE TO AN EXISTING
LETTER OF CREDIT), (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 TO THE APPLICABLE RATE TIMES THE
DAILY STATED AMOUNT UNDER EACH SUCH LETTER OF CREDIT (WHETHER OR NOT SUCH
MAXIMUM AMOUNT IS THEN IN EFFECT UNDER
SUCH LETTER OF CREDIT).
FOR PURPOSES OF COMPUTING THE DAILY AMOUNT AVAILABLE TO
BE DRAWN UNDER ANY LETTER OF