TO HAVE UNCONDITIONALLY AND IRREVOCABLY PURCHASED FROM SUCH LC
ISSUER, A PARTICIPATION IN SUCH FACILITY LC (AND EACH MODIFICATION THEREOF) AND
THE RELATED LC OBLIGATIONS IN PROPORTION TO ITS PRO RATA SHARE.
2.20.3
NOTICE.
SUBJECT TO SECTION 2.20.1, THE BORROWER SHALL GIVE THE
APPLICABLE LC ISSUER NOTICE PRIOR TO 10:00 A.M. (CHICAGO TIME) AT LEAST THREE
(3) BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF ISSUANCE OR MODIFICATION OF EACH
FACILITY LC (OR SUCH SHORTER PERIOD AS SHALL BE AGREED TO BY THE BORROWER, THE
AGENT AND THE LC ISSUER), SPECIFYING THE BENEFICIARY, THE PROPOSED DATE OF
ISSUANCE (OR MODIFICATION) AND THE EXPIRY DATE OF SUCH FACILITY LC, AND
DESCRIBING THE PROPOSED TERMS OF SUCH FACILITY LC AND THE NATURE OF THE
TRANSACTIONS PROPOSED TO BE SUPPORTED THEREBY.
THE APPLICABLE LC ISSUER SHALL
PROMPTLY NOTIFY THE AGENT, AND, UPON ISSUANCE ONLY, THE AGENT SHALL PROMPTLY
NOTIFY EACH LENDER, OF THE CONTENTS THEREOF AND OF THE AMOUNT OF SUCH LENDER'S
PARTICIPATION IN SUCH FACILITY LC.
THE ISSUANCE OR MODIFICATION BY ANY LC
ISSUER OF ANY FACILITY LC SHALL, IN ADDITION TO THE CONDITIONS PRECEDENT SET
FORTH IN ARTICLE IV (THE SATISFACTION OF WHICH SUCH LC ISSUER SHALL HAVE NO DUTY
TO ASCERTAIN), BE SUBJECT TO THE CONDITIONS PRECEDENT THAT SUCH FACILITY LC
SHALL BE REASONABLY SATISFACTORY TO SUCH LC ISSUER AND THAT THE BORROWER SHALL
HAVE EXECUTED AND DELIVERED SUCH APPLICATION AGREEMENT AND/OR SUCH OTHER
INSTRUMENTS AND AGREEMENTS RELATING TO SUCH FACILITY LC AS SUCH LC ISSUER SHALL
HAVE REASONABLY REQUESTED (EACH, A "FACILITY LC APPLICATION").
IN THE EVENT OF
ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE TERMS OF ANY FACILITY
LC APPLICATION, THE TERMS OF THIS AGREEMENT SHALL CONTROL.
2.20.4
LC FEES.
THE BORROWER SHALL PAY TO THE AGENT, FOR THE ACCOUNT OF THE
LENDERS RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES, A LETTER OF
CREDIT FEE AT A PER ANNUM RATE EQUAL TO THE APPLICABLE MARGIN FOR EURODOLLAR
LOANS IN EFFECT FROM TIME TO TIME ON THE AVERAGE DAILY UNDRAWN AMOUNT UNDER SUCH
FACILITY LC, SUCH FEE TO BE PAYABLE IN ARREARS ON EACH PAYMENT DATE.
THE
BORROWER SHALL ALSO PAY TO EACH LC ISSUER FOR ITS OWN ACCOUNT (X) IN ARREARS ON
EACH PAYMENT DATE, A PER ANNUM FRONTING FEE IN AN AMOUNT AGREED UPON BETWEEN THE
BORROWER AND SUCH LC ISSUER MULTIPLIED BY THE AVERAGE DAILY UNDRAWN AMOUNT UNDER
SUCH FACILITY LC, AND (Y) DOCUMENTARY AND PROCESSING CHARGES IN CONNECTION WITH
THE ISSUANCE, OR MODIFICATION CANCELLATION, NEGOTIATION, OR TRANSFER OF, AND
DRAWS UNDER FACILITY LCS IN ACCORDANCE WITH THE APPLICABLE LC ISSUER'S STANDARD
SCHEDULE FOR SUCH CHARGES AS IN EFFECT FROM TIME TO TIME.
EACH FEE DESCRIBED IN
THIS SECTION 2.20.4 SHALL CONSTITUTE AN "LC FEE".
2.20.5
ADMINISTRATION; REIMBURSEMENT BY LENDERS.
UPON RECEIPT FROM THE
BENEFICIARY OF ANY FACILITY LC OF ANY DEMAND FOR PAYMENT UNDER SUCH FACILITY LC,
THE APPLICABLE LC ISSUER SHALL NOTIFY THE AGENT AND THE AGENT SHALL PROMPTLY
NOTIFY THE BORROWER AND EACH OTHER LENDER AS TO THE