OR (II) IF, AS OF THE LETTER OF CREDIT
EXPIRATION DATE, ANY L/C OBLIGATION FOR
35
ANY REASON REMAINS OUTSTANDING, THE BORROWER MAY (AT ITS ELECTION), IN EACH
CASE, PROMPTLY CASH COLLATERALIZE THE THEN OUTSTANDING AMOUNT OF SUCH L/C
BORROWING OR SUCH L/C OBLIGATION, AS APPLICABLE , AND IF THE BORROWER FULLY CASH
COLLATERALIZES SUCH L/C BORROWING OR L/C OBLIGATION, THEN NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY SUCH L/C BORROWING AND THE RELATED FAILURE TO
OTHERWISE REPAY THE RELEVANT DRAWING, OR THE FACT THAT SUCH L/C OBLIGATION
REMAINS OUTSTANDING AT SUCH TIME, AS APPLICABLE, SHALL NOT SOLELY IN AND OF
ITSELF CONSTITUTE A DEFAULT HEREUNDER.
SECTIONS 2.04 AND 8.02(C) SET FORTH
CERTAIN ADDITIONAL
SITUATIONS IN WHICH THE BORROWER MAY ELECT (OR, IN THE CASE
OF SECTION 8.02(C), BE REQUIRED) TO DELIVER CASH COLLATERAL HEREUNDER.
FOR
PURPOSES OF THIS SECTION 2.03, SECTION 2.04 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 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 BORROWER HEREBY
GRANTS TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUER AND THE
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, INTEREST BEARING DEPOSIT ACCOUNTS WITH THE ADMINISTRATIVE AGENT.
(H)
APPLICABILITY OF ISP.
UNLESS OTHERWISE
EXPRESSLY AGREED BY THE L/C ISSUER AND THE BORROWER WHEN A LETTER OF CREDIT IS
ISSUED (INCLUDING ANY SUCH AGREEMENT APPLICABLE TO AN EXISTING LETTER OF
CREDIT), THE RULES OF THE ISP SHALL APPLY TO EACH STANDBY LETTER OF CREDIT.
(I)
LETTER OF CREDIT FEES.
THE BORROWER
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 STANDBY LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE
TIMES THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT.
FOR
PURPOSES OF COMPUTING THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER ANY LETTER OF
CREDIT, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE DETERMINED IN ACCORDANCE
WITH SECTION 1.06.
LETTER OF CREDIT FEES SHALL BE (I) COMPUTED ON A QUARTERLY
BASIS IN ARREARS AND (II) DUE AND PAYABLE 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 LETTER OF CREDIT, ON THE LETTER OF
CREDIT EXPIRATION DATE AND THEREAFTER WITHIN FIVE BUSINESS DAYS OF DEMAND
THEREFOR.
IF THERE IS ANY CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER, THE
DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER EACH STANDBY LETTER OF CREDIT SHALL BE
COMPUTED AND MULTIPLIED BY THE