APPEAR ON THEIR
FACE TO BE IN SUBSTANTIAL COMPLIANCE WITH THE TERMS OF A 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 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 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.
(H)
INTERIM INTEREST.
IF THE 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,
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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 THEN APPLICABLE
TO ABR REVOLVING LOANS (OR IN THE CASE SUCH LC DISBURSEMENT IS DENOMINATED IN A
FOREIGN CURRENCY, AT THE OVERNIGHT FOREIGN CURRENCY RATE FOR SUCH AGREED
CURRENCY PLUS THE THEN EFFECTIVE APPLICABLE RATE WITH RESPECT TO EUROCURRENCY
REVOLVING LOANS); PROVIDED THAT, IF THE BORROWER FAILS TO REIMBURSE SUCH LC
DISBURSEMENT WHEN DUE PURSUANT TO PARAGRAPH (E) OF THIS SECTION, THEN SECTION
2.13(C) SHALL APPLY.
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.
(I)
REPLACEMENT OF 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
2.12(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,