HEREUNDER AS
A RESULT OF AN EVENT OF DEFAULT, SUCH AMOUNT (TO THE EXTENT NOT APPLIED AS
AFORESAID) SHALL BE RETURNED TO THE BORROWER WITHIN THREE BUSINESS DAYS AFTER
ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED.
IF THE BORROWER IS REQUIRED TO
PROVIDE AN AMOUNT OF CASH COLLATERAL HEREUNDER PURSUANT TO SECTION 2.09(B)(I),
SUCH AMOUNT (TO THE EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED TO THE
BORROWER UPON DEMAND; PROVIDED THAT, AFTER GIVING EFFECT TO SUCH RETURN, (I) THE
AGGREGATE REVOLVING OUTSTANDINGS WOULD NOT EXCEED THE REVOLVING COMMITTED AMOUNT
AND (II) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
IF THE BORROWER IS REQUIRED TO DEPOSIT AN AMOUNT OF CASH COLLATERAL HEREUNDER
PURSUANT TO SECTION 2.09(B)(II), (III), (IV) OR (V), INTEREST OR PROFITS THEREON
(TO THE EXTENT NOT APPLIED AS AFORESAID) SHALL BE RETURNED TO THE BORROWER AFTER
THE FULL AMOUNT OF SUCH DEPOSIT HAS BEEN APPLIED BY THE COLLATERAL AGENT TO
REIMBURSE THE L/C ISSUER FOR DRAWINGS UNDER LETTERS OF CREDIT.
THE BORROWER
HEREBY PLEDGES AND ASSIGNS TO THE COLLATERAL AGENT, FOR ITS BENEFIT AND THE
BENEFIT OF THE L/C ISSUERS AND THE REVOLVING LENDERS, THE CASH COLLATERAL
ACCOUNT ESTABLISHED HEREUNDER (AND ALL MONIES AND INVESTMENTS HELD THEREIN) TO
SECURE ALL L/C OBLIGATIONS AND REVOLVING LOANS.
(J)
APPLICABILITY OF ISP98 AND UCP.
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),
(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 TRADE LETTER OF CREDIT.
(K)
CONFLICT WITH L/C DOCUMENTS.
IN THE EVENT OF ANY CONFLICT BETWEEN
THIS AGREEMENT AND ANY L/C DOCUMENT, THIS AGREEMENT SHALL GOVERN.
56
(L)
LETTERS OF CREDIT ISSUED FOR SUBSIDIARIES.
NOTWITHSTANDING THAT
A LETTER OF CREDIT ISSUED OR OUTSTANDING HEREUNDER IS IN SUPPORT OF ANY
OBLIGATIONS OF, OR IS FOR THE ACCOUNT OF, A SUBSIDIARY, THE BORROWER SHALL BE
OBLIGATED TO REIMBURSE THE APPLICABLE L/C ISSUER HEREUNDER FOR ANY AND ALL
DRAWINGS UNDER SUCH LETTER OF CREDIT.
THE BORROWER HEREBY ACKNOWLEDGES THAT THE
ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNT OF SUBSIDIARIES INURES TO THE
BENEFIT OF THE BORROWER, AND THAT THE BORROWER'S BUSINESS DERIVES SUBSTANTIAL
BENEFITS FROM THE BUSINESSES OF SUCH SUBSIDIARIES.
(M)
INDEMNIFICATION OF L/C ISSUERS.
(I)
IN ADDITION TO ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT, THE
BORROWER HEREBY AGREES TO PROTECT, INDEMNIFY, PAY AND SAVE EACH L/C ISSUER
HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES,
LOSSES, COSTS, CHARGES AND EXPENSES (INCLUDING REASONABLE ATTORNEY COSTS) THAT
SUCH L/C ISSUER MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR INDIRECT,
OF (A) THE ISSUANCE OF ANY LETTER OF CREDIT OR (B) THE FAILURE OF SUCH L/C
ISSUER TO HONOR A DRAWING UNDER