DEMAND FOR PAYMENT UNDER A LETTER
OF CREDIT AND WHETHER SUCH ISSUING BANK HAS MADE OR WILL MAKE A L/C DISBURSEMENT
THEREUNDER; PROVIDED, THAT ANY FAILURE TO GIVE OR DELAY IN GIVING SUCH NOTICE
58
SHALL NOT RELIEVE SUCH BORROWER OF ITS OBLIGATION TO REIMBURSE SUCH ISSUING BANK
AND THE REVOLVING FACILITY LENDERS WITH RESPECT TO ANY SUCH L/C DISBURSEMENT.
(H)
INTERIM INTEREST.
IF AN ISSUING BANK SHALL MAKE ANY L/C
DISBURSEMENT, THEN, UNLESS THE APPLICABLE BORROWER SHALL REIMBURSE SUCH L/C
DISBURSEMENT IN FULL ON THE DATE SUCH L/C DISBURSEMENT IS MADE, THE UNPAID
AMOUNT THEREOF SHALL BEAR INTEREST, FOR EACH DAY FROM AND INCLUDING THE DATE
SUCH L/C DISBURSEMENT IS MADE TO BUT EXCLUDING THE DATE THAT SUCH BORROWER
REIMBURSES SUCH L/C DISBURSEMENT, AT THE RATE PER ANNUM THEN APPLICABLE TO ABR
REVOLVING LOANS; PROVIDED, THAT, IF SUCH L/C DISBURSEMENT IS NOT REIMBURSED BY
THE APPLICABLE BORROWER 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 APPLICABLE ISSUING BANK, EXCEPT THAT INTEREST ACCRUED
ON AND AFTER THE DATE OF PAYMENT BY ANY REVOLVING FACILITY LENDER PURSUANT TO
PARAGRAPH (E) OF THIS SECTION TO REIMBURSE SUCH ISSUING BANK SHALL BE FOR THE
ACCOUNT OF SUCH REVOLVING FACILITY LENDER TO THE EXTENT OF SUCH PAYMENT.
(I)
REPLACEMENT OF AN ISSUING BANK.
AN ISSUING BANK MAY BE REPLACED
AT ANY TIME BY WRITTEN AGREEMENT AMONG THE BORROWERS, THE ADMINISTRATIVE AGENT,
THE REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING BANK.
THE ADMINISTRATIVE
AGENT SHALL NOTIFY THE LENDERS OF ANY SUCH REPLACEMENT OF AN ISSUING BANK.
AT
THE TIME ANY SUCH REPLACEMENT SHALL BECOME EFFECTIVE, THE APPLICABLE BORROWER
SHALL PAY ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE REPLACED ISSUING BANK
PURSUANT TO SECTION 2.12.
FROM AND AFTER THE EFFECTIVE DATE OF ANY SUCH
REPLACEMENT, (I) THE SUCCESSOR ISSUING BANK SHALL HAVE ALL THE RIGHTS AND
OBLIGATIONS OF THE REPLACED 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 SUCH ISSUING BANK UNDER THIS AGREEMENT WITH
RESPECT TO LETTERS OF CREDIT ISSUED BY IT PRIOR TO SUCH REPLACEMENT BUT SHALL
NOT BE REQUIRED TO ISSUE ADDITIONAL LETTERS OF CREDIT.
(J)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND
BE CONTINUING, (I) IN THE CASE OF AN EVENT OF DEFAULT DESCRIBED IN
SECTION 7.01(H) OR (I), ON THE BUSINESS DAY OR (II) IN THE CASE OF ANY OTHER
EVENT OF DEFAULT, ON THE THIRD BUSINESS DAY, IN EACH CASE, FOLLOWING THE DATE ON
WHICH THE APPLICABLE BORROWER RECEIVES NOTICE FROM THE ADMINISTRATIVE