OF SUCH
TERM HAVE CORRESPONDING MEANINGS.
EACH BORROWER HEREBY GRANTS TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUERS AND THE LENDERS UNDER
THE APPLICABLE REVOLVING CREDIT FACILITY, 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 (OR, IN THE CASE OF THE CANADIAN REVOLVING CREDIT
FACILITY, BANK OF AMERICA (CANADA BRANCH)) OR, IF REQUESTED BY THE APPLICABLE
BORROWER, INVESTED IN CASH EQUIVALENTS TO THE EXTENT REASONABLY AVAILABLE TO 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 AMOUNT REQUIRED UNDER CLAUSES (I) OR (II)
ABOVE, THE APPLICABLE BORROWER 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 AMOUNT
REQUIRED UNDER CLAUSES (I) OR (II) ABOVE 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 LAW, TO REIMBURSE THE
APPLICABLE L/C ISSUER.
TO THE EXTENT THAT, ON ANY
45
REVALUATION DATE, CASH COLLATERAL PROVIDED PURSUANT TO CLAUSE (II) ABOVE EXCEEDS
THE THEN OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS, THEN SUCH EXCESS SHALL BE
RETURNED (TOGETHER WITH ANY EARNINGS THEREON) TO THE APPLICABLE BORROWER WITHIN
THREE BUSINESS DAYS.
ANY CASH COLLATERAL REMAINING AFTER THE OUTSTANDING AMOUNT
OF ALL L/C OBLIGATIONS HAVE BEEN REDUCED TO ZERO, OR AS OTHERWISE SPECIFIED IN
SECTION 2.06(C), SHALL BE RETURNED TO THE APPLICABLE BORROWER.
(G)
APPLICABILITY OF ISP AND UCP.
UNLESS OTHERWISE EXPRESSLY AGREED
BY THE APPLICABLE L/C ISSUER AND THE BORROWER WHEN A LETTER OF CREDIT IS ISSUED,
(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.
(H)
LETTER OF CREDIT FEES.
THE APPLICABLE BORROWERS UNDER EACH
REVOLVING CREDIT FACILITY SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF EACH LENDER UNDER SUCH REVOLVING CREDIT FACILITY IN ACCORDANCE WITH ITS
APPLICABLE REVOLVING CREDIT PERCENTAGE A LETTER OF CREDIT FEE (THE "LETTER OF
CREDIT FEE") FOR EACH LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE TIMES THE
DOLLAR EQUIVALENT OF THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF
CREDIT; PROVIDED THAT, SUCH PORTION OF THE LETTER OF CREDIT FEE THAT IS
ATTRIBUTABLE TO LETTERS