ADMINISTRATIVE AGENT AND THE US BORROWER BY TELEPHONE (CONFIRMED
BY FACSIMILE) 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 US BORROWER OF ITS OBLIGATION
TO REIMBURSE THE ISSUING BANK AND THE US LENDERS WITH RESPECT TO ANY SUCH LC
DISBURSEMENT.
(H)
INTERIM INTEREST.
IF THE ISSUING BANK SHALL MAKE ANY LC
DISBURSEMENT, THEN, UNLESS THE US 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 US BORROWER REIMBURSES
SUCH LC DISBURSEMENT, AT THE RATE PER ANNUM THEN APPLICABLE TO ABR REVOLVING
LOANS; PROVIDED THAT, IF THE US 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 ISSUING BANK, EXCEPT THAT INTEREST ACCRUED ON AND AFTER THE DATE OF PAYMENT
BY ANY US LENDER PURSUANT TO PARAGRAPH (E) OF THIS SECTION TO REIMBURSE THE
ISSUING BANK SHALL BE FOR THE ACCOUNT OF SUCH US LENDER TO THE EXTENT OF SUCH
PAYMENT.
(I)
REPLACEMENT OF THE ISSUING BANK.
THE ISSUING BANK MAY BE
REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG THE US BORROWER, THE US
ADMINISTRATIVE AGENT, THE REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING BANK.
THE US ADMINISTRATIVE AGENT SHALL NOTIFY THE US LENDERS OF ANY SUCH REPLACEMENT
OF THE ISSUING BANK. AT THE TIME ANY SUCH REPLACEMENT SHALL BECOME EFFECTIVE,
THE US BORROWER SHALL PAY ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE
REPLACED ISSUING BANK PURSUANT TO SECTION 2.13(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
47
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 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 BUSINESS DAY THAT THE US BORROWER RECEIVES NOTICE FROM THE
US ADMINISTRATIVE AGENT OR THE REQUIRED US LENDERS (OR, IF THE MATURITY OF THE
LOANS HAS BEEN ACCELERATED, US LENDERS WITH LC EXPOSURE REPRESENTING GREATER
THAN 50% OF THE AGGREGATE LC