PURPORTING TO TRANSFER OR ASSIGN A LETTER OF CREDIT ISSUED BY IT OR
THE RIGHTS OR BENEFITS THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART,
WHICH MAY PROVE TO BE INVALID OR INEFFECTIVE FOR ANY REASON.
(G)
CASH COLLATERAL. UPON THE REQUEST OF THE ADMINISTRATIVE AGENT,
(I) IF ANY 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 LETTER OF CREDIT MAY FOR ANY
REASON REMAIN OUTSTANDING AND PARTIALLY OR WHOLLY UNDRAWN, THE BORROWER SHALL
IMMEDIATELY CASH COLLATERALIZE THE THEN OUTSTANDING AMOUNT OF ALL L/C
OBLIGATIONS (IN AN AMOUNT EQUAL TO SUCH OUTSTANDING AMOUNT DETERMINED AS OF THE
DATE OF SUCH L/C BORROWING OR THE LETTER OF CREDIT EXPIRATION DATE, AS THE CASE
MAY BE). FOR PURPOSES HEREOF, "CASH COLLATERALIZE" MEANS TO PLEDGE AND DEPOSIT
WITH OR DELIVER TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF EACH 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 SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE L/C ISSUERS (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
ISSUERS 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, NON-INTEREST BEARING DEPOSIT ACCOUNTS AT
GUARANTY BANK.
(H)
APPLICABILITY OF ISP 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 (THE "ICC") AT THE TIME OF ISSUANCE
(INCLUDING THE ICC DECISION PUBLISHED BY THE COMMISSION ON BANKING TECHNIQUE AND
PRACTICE ON APRIL 6, 1998 REGARDING THE EUROPEAN SINGLE CURRENCY (EURO)) SHALL
APPLY TO EACH COMMERCIAL 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 PRO
RATA SHARE A LETTER OF CREDIT FEE (THE "LETTER OF CREDIT FEE") FOR EACH LETTER
OF CREDIT EQUAL TO (I) THE APPLICABLE RATE FOR LETTERS OF CREDIT TIMES THE DAILY
MAXIMUM AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT (WHETHER OR NOT
SUCH MAXIMUM AMOUNT IS THEN IN EFFECT UNDER SUCH LETTER OF CREDIT) MINUS
(II) THE FRONTING FEE. SUCH LETTER OF CREDIT FEES SHALL BE COMPUTED ON A
QUARTERLY BASIS IN ARREARS. SUCH LETTER OF CREDIT FEES SHALL BE DUE AND PAYABLE
ON THE FIRST BUSINESS DAY OF EACH JANUARY, APRIL, JULY AND
42
OCTOBER, COMMENCING WITH THE