BE IN SUBSTANTIAL COMPLIANCE WITH THE TERMS OF A
LETTER OF CREDIT, AN ISSUING BANK MAY, IN ITS SOLE DISCRETION, EITHER ACCEPT AND
MAKE PAYMENT UPON SUCH DOCUMENTS WITHOUT RESPONSIBILITY FOR FURTHER
INVESTIGATION, REGARDLESS OF ANY NOTICE OR INFORMATION TO THE CONTRARY, OR
REFUSE TO ACCEPT AND MAKE PAYMENT UPON SUCH DOCUMENTS IF SUCH DOCUMENTS ARE NOT
IN STRICT COMPLIANCE WITH THE TERMS OF SUCH LETTER OF CREDIT.
(H)
INTERIM INTEREST.
IF AN ISSUING BANK SHALL MAKE ANY LC DISBURSEMENT, THEN,
UNLESS THE 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 THE BORROWER REIMBURSES SUCH LC DISBURSEMENT IN FULL,
(I) IN CASE OF AN LC DISBURSEMENT DENOMINATED IN US DOLLARS, AT THE RATE PER
ANNUM THEN APPLICABLE TO ABR REVOLVING LOANS, AND (II) IN THE CASE OF AN LC
DISBURSEMENT DENOMINATED IN ANY OTHER CURRENCY, AT THE RATE PER ANNUM DETERMINED
BY SUCH ISSUING BANK (WHICH DETERMINATION WILL BE CONCLUSIVE ABSENT DEMONSTRABLE
ERROR) TO REPRESENT ITS COST OF FUNDS PLUS THE APPLICABLE RATE USED TO DETERMINE
INTEREST APPLICABLE TO LIBOR LOANS; PROVIDED THAT, IF THE BORROWER FAILS TO
REIMBURSE SUCH LC DISBURSEMENT WHEN DUE PURSUANT TO PARAGRAPH (F) OF THIS
SECTION, THEN SECTION 2.12(D) SHALL APPLY.
INTEREST ACCRUED PURSUANT TO THIS
PARAGRAPH SHALL BE PAID TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE
APPLICABLE ISSUING BANK, EXCEPT THAT INTEREST ACCRUED ON AND AFTER THE DATE OF
PAYMENT BY
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ANY LENDER PURSUANT TO PARAGRAPH (E) OF THIS SECTION TO REIMBURSE THE APPLICABLE
ISSUING BANK SHALL BE FOR THE ACCOUNT OF SUCH LENDER TO THE EXTENT OF SUCH
PAYMENT, AND SHALL BE PAYABLE ON DEMAND OR, IF NO DEMAND HAS BEEN MADE, ON THE
DATE ON WHICH THE BORROWER REIMBURSES THE APPLICABLE LC DISBURSEMENT IN FULL.
(I)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND BE
CONTINUING, ON THE BUSINESS DAY THAT THE BORROWER RECEIVES NOTICE FROM THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS DEMANDING THE DEPOSIT OF CASH
COLLATERAL PURSUANT TO THIS PARAGRAPH, THE BORROWER SHALL DEPOSIT IN AN ACCOUNT
WITH THE ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR
THE BENEFIT OF THE LENDERS, AN AMOUNT IN CASH IN US DOLLARS EQUAL TO 105% OF THE
LC EXPOSURE AS OF SUCH DATE (DETERMINED, IN THE CASE OF LETTERS OF CREDIT
DENOMINATED IN ALTERNATE CURRENCIES, ON THE BASIS OF EXCHANGE RATES PREVAILING
ON SUCH DATE) PLUS ANY 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 THE BORROWER DESCRIBED IN CLAUSE (H) OR (I) OF ARTICLE VII.
THE
BORROWER ALSO SHALL DEPOSIT CASH COLLATERAL IN ACCORDANCE WITH THIS PARAGRAPH AS
AND TO