TO BE IN SUBSTANTIAL COMPLIANCE
WITH THE TERMS OF A CAYMAN LETTER OF CREDIT, THE 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
CAYMAN LETTER OF CREDIT.
(G)
DISBURSEMENT PROCEDURES.
THE ISSUING BANK SHALL, PROMPTLY
FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO REPRESENT A
DEMAND FOR PAYMENT UNDER A CAYMAN LETTER OF CREDIT.
THE ISSUING BANK SHALL
PROMPTLY GIVE WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT AND THE CAYMAN BORROWER
OF SUCH DEMAND FOR PAYMENT AND WHETHER THE ISSUING BANK HAS MADE OR WILL MAKE A
CAYMAN LC DISBURSEMENT THEREUNDER; PROVIDED THAT ANY FAILURE TO GIVE OR DELAY IN
GIVING SUCH NOTICE SHALL NOT
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RELIEVE THE CAYMAN BORROWER OF ITS REIMBURSEMENT OBLIGATION TO THE ISSUING BANK
AND THE REVOLVING LENDERS WITH RESPECT TO ANY SUCH LC DISBURSEMENT (OTHER THAN
WITH RESPECT TO THE TIMING OF SUCH REIMBURSEMENT OBLIGATION SET FORTH IN
SECTION 2.18(A)(E)).
(H)
INTERIM INTEREST.
IF THE ISSUING BANK SHALL MAKE ANY LC
DISBURSEMENT, THEN, UNLESS THE CAYMAN BORROWER SHALL REIMBURSE SUCH CAYMAN LC
DISBURSEMENT IN FULL IN ACCORDANCE WITH SECTION 2.18(A)(E)(I), THE UNPAID AMOUNT
THEREOF SHALL BEAR INTEREST PAYABLE ON DEMAND, FOR EACH DAY FROM AND INCLUDING
THE DATE SUCH CAYMAN LC DISBURSEMENT IS MADE TO BUT EXCLUDING THE DATE THAT THE
CAYMAN BORROWER REIMBURSES SUCH CAYMAN LC DISBURSEMENT, AT THE RATE PER ANNUM
DETERMINED PURSUANT TO SECTION 2.06(C).
INTEREST ACCRUED PURSUANT TO THIS
PARAGRAPH SHALL BE FOR THE ACCOUNT OF THE ISSUING BANK, EXCEPT THAT INTEREST
ACCRUED ON AND AFTER THE DATE OF PAYMENT BY ANY REVOLVING LENDER PURSUANT TO
SECTION 2.18(A)(E) TO REIMBURSE THE ISSUING BANK SHALL BE FOR THE ACCOUNT OF
SUCH LENDER TO THE EXTENT OF SUCH PAYMENT.
(I)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND
BE CONTINUING, ON THE BUSINESS DAY THAT THE CAYMAN BORROWER RECEIVES NOTICE FROM
THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS (OR, IF THE MATURITY OF THE
LOANS HAS BEEN ACCELERATED, REVOLVING LENDERS WITH LC EXPOSURE REPRESENTING
GREATER THAN 50% OF THE TOTAL LC EXPOSURE WITH RESPECT TO CAYMAN LETTERS OF
CREDIT) DEMANDING THE DEPOSIT OF CASH COLLATERAL PURSUANT TO THIS PARAGRAPH, THE
CAYMAN BORROWER SHALL DEPOSIT ON TERMS AND IN ACCOUNTS REASONABLY SATISFACTORY
TO THE COLLATERAL AGENT, IN THE NAME OF THE COLLATERAL AGENT AND FOR THE BENEFIT
OF THE REVOLVING LENDERS, AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE WITH
RESPECT TO CAYMAN LETTERS OF CREDIT AS OF 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 CAYMAN BORROWER DESCRIBED IN SECTION
8.01(G) OR