REASON.
(G)
CASH COLLATERAL.
UPON THE REQUEST OF THE
ADMINISTRATIVE AGENT, (I) IF THE L/C ISSUER HAS HONORED ANY FULL OR PARTIAL
DRAWING REQUEST UNDER ANY LETTER OF CREDIT AND SUCH DRAWING HAS RESULTED IN AN
L/C BORROWING, OR (II) IF, AS OF THE LETTER OF CREDIT EXPIRATION DATE, ANY L/C
OBLIGATION FOR ANY REASON REMAINS OUTSTANDING, THE BORROWERS SHALL, IN EACH
CASE, PROMPTLY CASH COLLATERALIZE 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 IN AN AMOUNT EQUAL TO 105% (IN THE CASE OF LETTERS
OF CREDIT DENOMINATED IN A CURRENCY OTHER THAN DOLLARS, IN AN AMOUNT AT LEAST
EQUAL TO 110%) 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 WELLS FARGO BANK OR AN ACCOUNT MAINTAINED BY THE ADMINISTRATIVE AGENT.
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.
58
(H)
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")
(I) FOR EACH COMMERCIAL LETTER OF CREDIT, EQUAL TO THE APPLICABLE MARGIN
MULTIPLIED BY THE DAILY STATED AMOUNT UNDER SUCH LETTER OF CREDIT, AND (II) FOR
EACH STANDBY LETTER OF CREDIT, EQUAL TO THE APPLICABLE MARGIN MULTIPLIED BY THE
DAILY STATED AMOUNT UNDER SUCH LETTER OF CREDIT.