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
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