SUCH DOCUMENTS WITHOUT RESPONSIBILITY FOR FURTHER
INVESTIGATION, REGARDLESS OF ANY NOTICE OR INFORMATION TO THE CONTRARY, OR
REFUSE TO ACCEPT AND MAKE PAYMENT UPON SUCH DOCUMENTS IF SUCH DOCUMENTS ARE NOT
IN STRICT COMPLIANCE WITH THE TERMS OF SUCH LETTER OF CREDIT.
(G)
DISBURSEMENT PROCEDURES. THE ISSUING LENDER SHALL, PROMPTLY
FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO REPRESENT A
DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT. THE ISSUING LENDER SHALL PROMPTLY
NOTIFY THE ADMINISTRATIVE AGENT AND THE US BORROWER BY TELEPHONE (CONFIRMED BY
TELECOPY) OF SUCH DEMAND FOR PAYMENT AND WHETHER THE ISSUING LENDER 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
34
TO REIMBURSE THE ISSUING LENDER AND THE REVOLVING CREDIT LENDERS WITH RESPECT TO
ANY SUCH LC DISBURSEMENT.
(H)
INTERIM INTEREST. IF THE ISSUING LENDER 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 2.13(E) SHALL
APPLY. INTEREST ACCRUED PURSUANT TO THIS PARAGRAPH SHALL BE FOR THE ACCOUNT OF
THE ISSUING LENDER, EXCEPT THAT INTEREST ACCRUED ON AND AFTER THE DATE OF
PAYMENT BY ANY REVOLVING CREDIT LENDER PURSUANT TO PARAGRAPH (E) OF THIS SECTION
TO REIMBURSE THE ISSUING LENDER SHALL BE FOR THE ACCOUNT OF SUCH LENDER TO THE
EXTENT OF SUCH PAYMENT.
(I)
REPLACEMENT OF THE ISSUING LENDER. THE ISSUING LENDER MAY BE
REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG THE US BORROWER, THE
ADMINISTRATIVE AGENT, THE REPLACED ISSUING LENDER AND THE SUCCESSOR ISSUING
LENDER. THE ADMINISTRATIVE AGENT SHALL NOTIFY THE LENDERS OF ANY SUCH
REPLACEMENT OF THE ISSUING LENDER. 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 LENDER PURSUANT TO SECTION 2.12(B). FROM AND AFTER THE
EFFECTIVE DATE OF ANY SUCH REPLACEMENT, (I) THE SUCCESSOR ISSUING LENDER SHALL
HAVE ALL THE RIGHTS AND OBLIGATIONS OF THE ISSUING LENDER UNDER THIS AGREEMENT
WITH RESPECT TO LETTERS OF CREDIT TO BE ISSUED THEREAFTER AND (II) REFERENCES
HEREIN TO THE TERM "ISSUING LENDER" SHALL BE DEEMED TO REFER TO SUCH SUCCESSOR
OR TO ANY PREVIOUS ISSUING LENDER, OR TO SUCH SUCCESSOR AND ALL PREVIOUS ISSUING
LENDERS, AS THE CONTEXT SHALL REQUIRE. AFTER THE REPLACEMENT OF AN ISSUING
LENDER HEREUNDER, THE REPLACED ISSUING LENDER SHALL REMAIN A PARTY HERETO AND
SHALL CONTINUE TO HAVE ALL THE RIGHTS AND OBLIGATIONS OF AN ISSUING LENDER UNDER
THIS AGREEMENT WITH RESPECT TO LETTERS OF CREDIT