THE ISSUING BANK SHALL AS PROMPTLY AS
POSSIBLE GIVE TELEPHONIC NOTIFICATION, CONFIRMED BY FAX, TO THE ADMINISTRATIVE
AGENT AND THE BORROWER OF SUCH DEMAND FOR PAYMENT AND WHETHER THE ISSUING BANK
HAS MADE OR WILL MAKE AN L/C DISBURSEMENT THEREUNDER; PROVIDED THAT ANY FAILURE
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to give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Revolving Credit Lenders with
respect to any such L/C Disbursement.
The Administrative Agent shall promptly
give each Revolving Credit Lender notice thereof.
(H)
INTERIM INTEREST.
IF THE ISSUING BANK SHALL MAKE ANY L/C DISBURSEMENT IN
RESPECT OF A LETTER OF CREDIT, THEN, UNLESS THE BORROWER SHALL REIMBURSE SUCH
L/C DISBURSEMENT IN FULL ON SUCH DATE, THE UNPAID AMOUNT THEREOF SHALL BEAR
INTEREST FOR THE ACCOUNT OF THE ISSUING BANK, FOR EACH DAY FROM AND INCLUDING
THE DATE OF SUCH L/C DISBURSEMENT, TO BUT EXCLUDING THE EARLIER OF THE DATE OF
PAYMENT BY THE BORROWER OR THE DATE ON WHICH INTEREST SHALL COMMENCE TO ACCRUE
THEREON AS PROVIDED IN SECTION 2.02(F), AT THE RATE PER ANNUM THAT WOULD APPLY
TO SUCH AMOUNT IF SUCH AMOUNT WERE AN ABR REVOLVING LOAN.
(I)
RESIGNATION OR REMOVAL OF THE ISSUING BANK.
THE ISSUING BANK MAY RESIGN AT
ANY TIME BY GIVING 30 DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT,
THE LENDERS AND THE BORROWER, AND MAY BE REMOVED AT ANY TIME BY THE BORROWER BY
NOTICE TO THE ISSUING BANK, THE ADMINISTRATIVE AGENT AND THE LENDERS.
SUBJECT
TO THE NEXT SUCCEEDING PARAGRAPH, UPON THE ACCEPTANCE OF ANY APPOINTMENT AS THE
ISSUING BANK HEREUNDER BY A LENDER THAT SHALL AGREE TO SERVE AS SUCCESSOR
ISSUING BANK, SUCH SUCCESSOR SHALL SUCCEED TO AND BECOME VESTED WITH ALL THE
INTERESTS, RIGHTS AND OBLIGATIONS OF THE RETIRING ISSUING BANK AND THE RETIRING
ISSUING BANK SHALL BE DISCHARGED FROM ITS OBLIGATIONS TO ISSUE ADDITIONAL
LETTERS OF CREDIT HEREUNDER.
AT THE TIME SUCH REMOVAL OR RESIGNATION SHALL
BECOME EFFECTIVE, THE BORROWER SHALL PAY ALL ACCRUED AND UNPAID FEES PURSUANT TO
SECTION 2.05(C)(II).
THE ACCEPTANCE OF ANY APPOINTMENT AS THE ISSUING BANK
HEREUNDER BY A SUCCESSOR LENDER SHALL BE EVIDENCED BY AN AGREEMENT ENTERED INTO
BY SUCH SUCCESSOR, IN A FORM SATISFACTORY TO THE BORROWER AND THE ADMINISTRATIVE
AGENT, AND, FROM AND AFTER THE EFFECTIVE DATE OF SUCH AGREEMENT, (I) SUCH
SUCCESSOR LENDER SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF THE PREVIOUS
ISSUING BANK UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
(II) REFERENCES HEREIN AND IN THE OTHER LOAN DOCUMENTS 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 RESIGNATION OR REMOVAL OF THE ISSUING BANK HEREUNDER, THE
RETIRING ISSUING BANK SHALL REMAIN A PARTY HERETO AND SHALL CONTINUE TO HAVE ALL
THE RIGHTS AND OBLIGATIONS OF AN ISSUING BANK UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS WITH RESPECT TO LETTERS