THE LETTER OF CREDIT, THE ISSUING BANK MAY, IN ITS SOLE
DISCRETION, EITHER ACCEPT AND MAKE PAYMENT UPON SUCH DOCUMENTS WITHOUT
RESPONSIBILITY FOR FURTHER INVESTIGATION, REGARDLESS OF ANY NOTICE OR
INFORMATION TO THE CONTRARY (OTHER THAN A VALID INJUNCTION ISSUED BY A COURT OF
COMPETENT JURISDICTION), OR REFUSE TO ACCEPT AND MAKE PAYMENT UPON SUCH
DOCUMENTS IF SUCH DOCUMENTS ARE NOT IN STRICT COMPLIANCE WITH THE TERMS OF THE
LETTER OF CREDIT.
(G)
DISBURSEMENT PROCEDURES.
THE ISSUING BANK SHALL, PROMPTLY
FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO REPRESENT A
DEMAND FOR PAYMENT UNDER
THE LETTER OF CREDIT.
THE ISSUING BANK SHALL PROMPTLY
NOTIFY THE ADMINISTRATIVE AGENT AND THE COMPANY BY TELEPHONE (CONFIRMED BY
TELECOPY) OF SUCH DEMAND FOR PAYMENT AND WHETHER THE
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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 COMPANY
OF ITS OBLIGATION TO REIMBURSE THE ISSUING BANK AND THE LENDERS WITH RESPECT TO
ANY SUCH LC DISBURSEMENT.
(H)
INTERIM INTEREST.
IF THE ISSUING BANK SHALL MAKE ANY LC
DISBURSEMENT, THEN, UNLESS THE COMPANY 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 COMPANY REIMBURSES SUCH LC DISBURSEMENT,
AT THE RATE PER ANNUM THEN APPLICABLE TO ABR LOANS; PROVIDED THAT, IF THE
COMPANY FAILS TO REIMBURSE SUCH LC DISBURSEMENT WHEN DUE PURSUANT TO
SUBSECTION (E) OF THIS SECTION, THEN SECTION 2.11(D) SHALL APPLY.
INTEREST
ACCRUED PURSUANT TO THIS SUBSECTION SHALL BE FOR THE ACCOUNT OF THE ISSUING
BANK, EXCEPT THAT INTEREST ACCRUED ON AND AFTER THE DATE OF PAYMENT BY ANY
LENDER PURSUANT TO SUBSECTION (E) OF THIS SECTION TO REIMBURSE THE ISSUING BANK
SHALL BE FOR THE ACCOUNT OF SUCH LENDER TO THE EXTENT OF SUCH PAYMENT.
SECTION 2.05.
FUNDING OF BORROWINGS.
(A)
EACH LENDER SHALL MAKE EACH LOAN TO BE MADE BY IT HEREUNDER ON THE
PROPOSED DATE THEREOF BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE
ACCOUNT OF THE ADMINISTRATIVE AGENT MOST RECENTLY DESIGNATED BY IT FOR SUCH
PURPOSE BY NOTICE TO THE LENDERS, WITH A COPY TO THE PAYING AGENT.; EXCEPT AS
PROVIDED OTHERWISE WITH RESPECT TO ABR LOANS MADE PURSUANT TO SECTION 2.04(E),
SUCH TRANSFERS SHALL BE MADE BY (X) 12:00 NOON, NEW YORK CITY TIME IN THE CASE
OF BORROWINGS OTHER THAN ABR BORROWINGS AND (Y) 2:00 P.M., NEW YORK CITY TIME IN
THE CASE OF ABR BORROWINGS ON THE DATE SUCH LOAN IS MADE.
THE ADMINISTRATIVE
AGENT WILL MAKE SUCH AMOUNTS AVAILABLE TO THE COMPANY BY PROMPTLY CREDITING THE
AMOUNTS SO RECEIVED, IN LIKE FUNDS, TO AN ACCOUNT OF THE COMPANY DESIGNATED BY
THE COMPANY IN THE APPLICABLE BORROWING REQUEST; PROVIDED THAT ABR LOANS MADE TO
REFINANCE THE REIMBURSEMENT OF AN LC DISBURSEMENT AS PROVIDED IN SECTION 2.04(E)
SHALL BE REMITTED BY THE ADMINISTRATIVE AGENT