MADE BY SUCH OTHER LENDER ON SUCH DATE.
(H)
CASH COLLATERAL.
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT,
(I) IF THE L/C ISSUER HAS MADE AN L/C DISBURSEMENT UNDER ANY LETTER OF CREDIT
AND SUCH L/C DISBURSEMENT HAS RESULTED IN AN L/C BORROWING OR (II) IF, AS OF THE
DATE FIVE BUSINESS DAYS PRIOR TO THE MATURITY DATE THEN IN EFFECT FOR THE
REVOLVING CREDIT FACILITY, ANY L/C OBLIGATION FOR ANY REASON REMAINS
OUTSTANDING, THE BORROWER SHALL, IN EACH CASE, IMMEDIATELY CASH COLLATERALIZE
105% OF 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 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.
UNLESS OTHERWISE
AGREED BY THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION, CASH COLLATERAL SHALL
BE MAINTAINED IN THE CASH COLLATERAL ACCOUNT.
IF AT ANY TIME THE ADMINISTRATIVE
AGENT REASONABLY 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 105% OF THE AGGREGATE OUTSTANDING
AMOUNT OF ALL L/C OBLIGATIONS, THE BORROWER WILL, FORTHWITH UPON WRITTEN DEMAND
BY THE ADMINISTRATIVE AGENT, PAY TO THE ADMINISTRATIVE AGENT, AS ADDITIONAL
FUNDS TO BE DEPOSITED AND HELD IN THE DEPOSIT ACCOUNTS AT CREDIT SUISSE AS
AFORESAID, AN AMOUNT EQUAL TO THE EXCESS OF (A) 105% OF SUCH AGGREGATE
OUTSTANDING AMOUNT OF L/C OBLIGATIONS 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 L/C ISSUER.
40
(I)
APPLICABILITY OF ISP98.
UNLESS OTHERWISE EXPRESSLY AGREED BY THE
L/C ISSUER AND THE BORROWER WHEN A LETTER OF CREDIT IS ISSUED, THE RULES OF THE
ISP SHALL APPLY TO EACH LETTER OF CREDIT.
(J)
LETTER OF CREDIT FEES, ETC.
(I)
THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH REVOLVING CREDIT LENDER IN ACCORDANCE WITH ITS APPLICABLE
PERCENTAGE A PER ANNUM LETTER OF CREDIT FEE (THE "LETTER OF CREDIT FEE") FOR
EACH LETTER OF CREDIT EQUAL TO THE APPLICABLE MARGIN FOR EURODOLLAR