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 BORROWER REIMBURSES SUCH LC DISBURSEMENT, AT THE
RATE PER ANNUM THEN APPLICABLE TO ABR REVOLVING LOANS; PROVIDED THAT IF BORROWER
FAILS TO REIMBURSE SUCH LC DISBURSEMENT WHEN DUE PURSUANT TO PARAGRAPH (E) OF
THIS SECTION, THEN SECTION 2.06(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 REVOLVING 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)
RESIGNATION OR REMOVAL OF THE ISSUING BANK.
THE ISSUING BANK MAY
RESIGN AS ISSUING BANK HEREUNDER AT ANY TIME UPON AT LEAST 30 DAYS' PRIOR NOTICE
TO THE LENDERS, THE ADMINISTRATIVE AGENT AND BORROWER.
THE ISSUING BANK MAY BE
REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG BORROWER, THE ADMINISTRATIVE
AGENT, THE REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING BANK.
ONE OR MORE
LENDERS MAY BE APPOINTED AS ADDITIONAL ISSUING BANKS BY WRITTEN AGREEMENT AMONG
BORROWER, THE ADMINISTRATIVE AGENT (WHOSE CONSENT WILL NOT BE UNREASONABLY
WITHHELD) AND THE LENDER THAT IS TO BE SO APPOINTED.
THE ADMINISTRATIVE AGENT
SHALL NOTIFY THE LENDERS OF ANY SUCH RESIGNATION OR REPLACEMENT OF THE ISSUING
BANK OR ANY SUCH ADDITIONAL ISSUING BANK.
AT THE TIME ANY SUCH RESIGNATION OR
REPLACEMENT SHALL
52
BECOME EFFECTIVE, BORROWER SHALL PAY ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF
THE REPLACED ISSUING BANK PURSUANT TO SECTION 2.05(C).
FROM AND AFTER THE
EFFECTIVE DATE OF ANY SUCH RESIGNATION, REPLACEMENT OR ADDITION, AS APPLICABLE,
(I) THE SUCCESSOR OR ADDITIONAL 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 SUCH ADDITION OR TO ANY
PREVIOUS ISSUING BANK, OR TO SUCH SUCCESSOR OR SUCH ADDITION AND ALL PREVIOUS
ISSUING BANKS, AS THE CONTEXT SHALL REQUIRE.
AFTER THE RESIGNATION OR
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 WITH RESPECT TO LETTERS OF CREDIT ISSUED BY IT
PRIOR TO SUCH RESIGNATION OR REPLACEMENT, BUT SHALL NOT BE REQUIRED TO ISSUE
ADDITIONAL LETTERS OF CREDIT.
IF AT ANY TIME THERE IS MORE THAN ONE ISSUING
BANK HEREUNDER, BORROWER MAY, IN ITS DISCRETION, SELECT WHICH ISSUING BANK IS TO
ISSUE ANY PARTICULAR LETTER OF CREDIT.
(J)
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 (OR, IF THE MATURITY OF THE LOANS
HAS BEEN ACCELERATED, REVOLVING LENDERS WITH LC EXPOSURE