DENOMINATED AND IN AN AMOUNT EQUAL TO THE
AMOUNT OF THE LETTERS OF CREDIT OUTSTANDING REQUIRED TO BE CASH COLLATERALIZED
PURSUANT TO DOCUMENTATION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE LETTER OF CREDIT 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 LETTER OF CREDIT ISSUER AND THE L/C PARTICIPANTS, 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.
3.9.
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 SECURED 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 COMMERCIAL LETTER OF CREDIT.
3.10.
CONFLICT WITH ISSUER DOCUMENTS. IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS HEREOF AND THE TERMS OF ANY ISSUER DOCUMENT, THE TERMS HEREOF
SHALL CONTROL.
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3.11.
LETTERS OF CREDIT ISSUED FOR RESTRICTED 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 RESTRICTED
SUBSIDIARY, THE BORROWER SHALL BE OBLIGATED TO REIMBURSE THE LETTER OF CREDIT
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 RESTRICTED SUBSIDIARIES INURES TO THE BENEFIT OF THE BORROWER, AND
THAT THE BORROWER'S BUSINESS DERIVES SUBSTANTIAL BENEFITS FROM THE BUSINESSES OF
SUCH RESTRICTED SUBSIDIARIES.
SECTION 4.
FEES; COMMITMENTS
4.1.
FEES.
(A)
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT IN DOLLARS,
FOR THE ACCOUNT OF EACH REVOLVING CREDIT LENDER (IN EACH CASE PRO RATA ACCORDING
TO THE RESPECTIVE REVOLVING CREDIT COMMITMENTS OF ALL SUCH LENDERS), A
COMMITMENT FEE (THE "COMMITMENT FEE") FOR EACH DAY FROM THE CLOSING DATE TO THE
REVOLVING CREDIT TERMINATION DATE. EACH COMMITMENT FEE SHALL BE PAYABLE (X)
QUARTERLY IN ARREARS ON THE LAST BUSINESS DAY OF EACH MARCH, JUNE, SEPTEMBER AND
DECEMBER (FOR THE THREE-MONTH PERIOD (OR PORTION THEREOF) ENDED ON SUCH DAY FOR
WHICH NO PAYMENT HAS BEEN RECEIVED) (PROVIDED THAT, THE FIRST SUCH PAYMENT SHALL
BE ON DECEMBER 31, 2007 AND SHALL RELATE TO THE PERIOD FROM THE CLOSING DATE AND
ENDED ON SUCH DATE) AND (Y) ON THE REVOLVING CREDIT TERMINATION DATE (FOR THE
PERIOD ENDED ON SUCH DATE FOR WHICH NO PAYMENT HAS BEEN RECEIVED PURSUANT TO
CLAUSE (X) ABOVE), AND SHALL BE COMPUTED FOR EACH DAY DURING SUCH PERIOD AT A
RATE PER ANNUM EQUAL TO THE COMMITMENT FEE RATE IN EFFECT ON