ISSUING BANK
SHALL, PROMPTLY FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING
TO REPRESENT A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT.
THE ISSUING BANK
SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT AND THE BORROWER BY TELEPHONE
(CONFIRMED BY TELECOPY) OF SUCH DEMAND FOR PAYMENT AND WHETHER THE ISSUING BANK
HAS MADE OR WILL MAKE AN LC DISBURSEMENT THEREUNDER; PROVIDED THAT ANY FAILURE
TO GIVE OR DELAY IN GIVING SUCH NOTICE SHALL NOT RELIEVE THE BORROWER OF ITS
OBLIGATION TO REIMBURSE THE ISSUING BANK AND THE LENDERS WITH RESPECT TO ANY
SUCH LC DISBURSEMENT.
(L)
INTERIM INTEREST.
IF THE ISSUING BANK
SHALL MAKE ANY LC DISBURSEMENT THE PAYMENT BY THE ISSUING BANK OF WHICH DOES NOT
CONSTITUTE AN ABR LOAN PURSUANT TO SECTION 2.04(E), THEN 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, AT THE RATE PER ANNUM EQUAL TO 2% PER ANNUM PLUS THE ALTERNATE
BASE RATE PLUS THE APPLICABLE RATE.
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 LENDER PURSUANT TO PARAGRAPH (E) OF THIS
SECTION TO REIMBURSE THE ISSUING BANK SHALL BE FOR THE ACCOUNT OF SUCH LENDER TO
THE EXTENT OF SUCH PAYMENT.
(M)
REPLACEMENT OF THE ISSUING BANK.
THE ISSUING
BANK MAY BE REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG THE BORROWER, THE
ADMINISTRATIVE AGENT, THE REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING BANK.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE LENDERS OF ANY SUCH REPLACEMENT OF THE
ISSUING BANK.
AT THE TIME ANY SUCH REPLACEMENT SHALL BECOME EFFECTIVE, THE
BORROWER SHALL PAY ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE REPLACED
ISSUING BANK PURSUANT TO SECTION 2.10(B).
FROM AND AFTER THE EFFECTIVE DATE OF
ANY SUCH REPLACEMENT, (I) THE SUCCESSOR ISSUING BANK SHALL HAVE ALL THE RIGHTS
AND OBLIGATIONS OF THE ISSUING BANK UNDER THIS AGREEMENT WITH RESPECT TO LETTERS
OF CREDIT TO BE ISSUED THEREAFTER AND (II) REFERENCES HEREIN TO THE TERM
"ISSUING BANK" SHALL BE DEEMED TO REFER TO SUCH SUCCESSOR OR TO ANY PREVIOUS
ISSUING BANK, OR TO SUCH SUCCESSOR AND ALL PREVIOUS ISSUING BANKS, AS THE
CONTEXT SHALL REQUIRE.
AFTER THE REPLACEMENT OF AN ISSUING BANK HEREUNDER, THE
REPLACED ISSUING BANK SHALL REMAIN A PARTY HERETO AND SHALL CONTINUE TO HAVE ALL
THE RIGHTS AND OBLIGATIONS OF AN ISSUING BANK UNDER THIS AGREEMENT
23
WITH RESPECT TO LETTERS OF CREDIT ISSUED BY IT PRIOR TO SUCH REPLACEMENT, BUT
SHALL NOT BE REQUIRED TO ISSUE ADDITIONAL LETTERS OF CREDIT.
(N)
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