AND MAKE PAYMENT UPON SUCH
DOCUMENTS IF SUCH DOCUMENTS ARE NOT IN STRICT COMPLIANCE WITH THE TERMS OF SUCH
LETTER OF CREDIT.
(F)
DISBURSEMENT PROCEDURES.
LENDER SHALL,
PROMPTLY FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO
REPRESENT A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT.
LENDER SHALL PROMPTLY
NOTIFY BORROWER BY TELEPHONE (CONFIRMED BY FACSIMILE) OF SUCH DEMAND FOR PAYMENT
AND WHETHER LENDER HAS MADE OR WILL MAKE AN LC DISBURSEMENT THEREUNDER; PROVIDED
THAT ANY FAILURE TO GIVE OR DELAY IN GIVING SUCH NOTICE SHALL NOT RELIEVE
BORROWER OF ITS OBLIGATION TO REIMBURSE LENDER WITH RESPECT TO ANY SUCH LC
DISBURSEMENT.
(G)
INTERIM INTEREST.
IF LENDER SHALL MAKE ANY
LC DISBURSEMENT, THEN, UNLESS BORROWER SHALL REIMBURSE SUCH LC DISBURSEMENT IN
FULL ON THE DATE SUCH LC DISBURSEMENT IS MADE, THE UNPAID AMOUNT THEREOF SHALL
BEAR INTEREST, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH LC DISBURSEMENT IS
MADE TO BUT EXCLUDING THE DATE THAT BORROWER REIMBURSES SUCH LC DISBURSEMENT, AT
THE RATE PER ANNUM THEN APPLICABLE TO CB FLOATING RATE REVOLVING LOANS; PROVIDED
THAT, IF BORROWER FAILS TO REIMBURSE SUCH LC DISBURSEMENT WHEN DUE PURSUANT TO
PARAGRAPH (E) OF THIS SECTION, THEN SECTION 2.12(D) SHALL APPLY.
INTEREST
ACCRUED PURSUANT TO THIS PARAGRAPH SHALL BE FOR THE ACCOUNT OF LENDER.
(H)
CASH COLLATERALIZATION.
IF ANY EVENT OF
DEFAULT SHALL OCCUR AND BE CONTINUING, ON THE BUSINESS DAY THAT BORROWER
RECEIVES NOTICE FROM LENDER DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO
THIS PARAGRAPH, BORROWER SHALL DEPOSIT IN AN ACCOUNT WITH
25
LENDER, IN THE NAME AND FOR THE BENEFIT OF LENDER (THE "LC COLLATERAL ACCOUNT"),
AN AMOUNT IN CASH EQUAL TO 105% OF THE LC EXPOSURE AS OF SUCH DATE PLUS ACCRUED
AND UNPAID INTEREST THEREON; PROVIDED THAT THE OBLIGATION TO DEPOSIT SUCH CASH
COLLATERAL SHALL BECOME EFFECTIVE IMMEDIATELY, AND SUCH DEPOSIT SHALL BECOME
IMMEDIATELY DUE AND PAYABLE, WITHOUT DEMAND OR OTHER NOTICE OF ANY KIND, UPON
THE OCCURRENCE OF ANY EVENT OF DEFAULT WITH RESPECT TO BORROWER DESCRIBED IN
CLAUSE (H) OR (I) OF ARTICLE VII.
SUCH DEPOSIT SHALL BE HELD BY LENDER AS
COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE SECURED OBLIGATIONS.
LENDER
SHALL HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF
WITHDRAWAL, OVER SUCH ACCOUNT AND BORROWER HEREBY GRANTS LENDER A SECURITY
INTEREST IN THE LC COLLATERAL ACCOUNT.
OTHER THAN ANY INTEREST EARNED ON THE
INVESTMENT OF SUCH DEPOSITS, WHICH INVESTMENTS SHALL BE MADE AT THE OPTION AND
SOLE DISCRETION OF LENDER AND AT BORROWER'S RISK AND EXPENSE, SUCH DEPOSITS
SHALL NOT BEAR INTEREST.
INTEREST OR PROFITS, IF ANY, ON SUCH INVESTMENTS SHALL
ACCUMULATE IN SUCH ACCOUNT.
MONEYS IN SUCH ACCOUNT SHALL BE APPLIED BY LENDER
FOR LC DISBURSEMENTS FOR WHICH IT HAS NOT BEEN REIMBURSED AND, TO THE EXTENT NOT
SO APPLIED, SHALL BE HELD FOR THE SATISFACTION OF THE REIMBURSEMENT OBLIGATIONS
OF BORROWER FOR THE LC EXPOSURE AT SUCH TIME OR, IF THE MATURITY OF THE LOANS
HAS BEEN ACCELERATED, BE APPLIED TO SATISFY OTHER SECURED OBLIGATIONS.
IF
BORROWER