FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO REPRESENT A
DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT. SUCH ISSUING BANK SHALL PROMPTLY
NOTIFY THE ADMINISTRATIVE AGENT AND THE APPLICABLE BORROWER BY TELEPHONE
(CONFIRMED BY FACSIMILE) OF SUCH DEMAND FOR PAYMENT AND WHETHER SUCH 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 APPLICABLE
BORROWER OF ITS OBLIGATION TO REIMBURSE SUCH ISSUING BANK AND THE REVOLVING
LENDERS WITH RESPECT TO ANY SUCH LC DISBURSEMENT.
(H)
INTERIM INTEREST. IF AN ISSUING BANK SHALL MAKE ANY LC DISBURSEMENT, THEN,
UNLESS THE APPLICABLE BORROWER SHALL REIMBURSE SUCH LC DISBURSEMENT IN FULL ON
THE DATE SUCH LC DISBURSEMENT 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 THE APPLICABLE BORROWER REIMBURSES SUCH LC
DISBURSEMENT, AT THE RATE PER ANNUM THEN APPLICABLE TO ABR REVOLVING LOANS;
PROVIDED THAT, IF A BORROWER FAILS TO REIMBURSE SUCH LC DISBURSEMENT WHEN DUE
PURSUANT TO PARAGRAPH (E) OF THIS SECTION, THEN SECTION 2.14(D) 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 LENDER PURSUANT TO PARAGRAPH (E) OF THIS SECTION TO
REIMBURSE SUCH ISSUING BANK SHALL BE FOR THE ACCOUNT OF SUCH LENDER TO THE
EXTENT OF SUCH PAYMENT, AND SHALL BE PAYABLE ON DEMAND OR, IF NO DEMAND HAS BEEN
MADE, ON THE DATE ON WHICH THE APPLICABLE BORROWER REIMBURSES THE APPLICABLE LC
DISBURSEMENT IN FULL.
(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 BORROWERS SHALL PAY ALL UNPAID FEES
ACCRUED FOR THE ACCOUNT OF THE REPLACED ISSUING BANK PURSUANT TO SECTION
2.13(B). FROM AND AFTER THE
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EFFECTIVE DATE OF ANY SUCH REPLACEMENT, (I) THE SUCCESSOR ISSUING BANK SHALL
HAVE ALL THE RIGHTS AND OBLIGATIONS OF AN ISSUING BANK UNDER THIS AGREEMENT WITH
RESPECT TO LETTERS OF CREDIT TO BE ISSUED BY IT THEREAFTER AND (II) REFERENCES
HEREIN TO THE TERM "ISSUING BANK" SHALL BE DEEMED TO REFER TO SUCH SUCCESSOR OR
TO ANY PREVIOUS ISSUING BANK 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 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, ON THE