PAY THE FOLLOWING
AMOUNT TO THE APPLICABLE FACING AGENT WITH RESPECT TO THE LETTERS OF CREDIT
ISSUED BY IT FOR THE ACCOUNT OF THE BORROWER:
(A)
WITH RESPECT TO DRAWINGS MADE UNDER ANY LETTER OF CREDIT, INTEREST,
PAYABLE ON DEMAND, ON THE AMOUNT PAID BY FACING AGENT IN RESPECT OF EACH SUCH
DRAWING FROM THE DATE A DRAWING IS HONORED UP TO (BUT NOT INCLUDING) THE DATE
SUCH AMOUNT IS REIMBURSED BY THE BORROWER (INCLUDING ANY SUCH REIMBURSEMENT OUT
OF THE PROCEEDS OF REVOLVING LOANS, AS THE CASE MAY BE, PURSUANT TO SECTION
2.9(C)) AT A RATE WHICH IS AT ALL TIMES EQUAL TO 2% PER ANNUM IN EXCESS OF THE
BASE RATE;
(B)
WITH RESPECT TO THE ISSUANCE OR AMENDMENT OF EACH LETTER OF CREDIT
AND EACH PAYMENT MADE THEREUNDER, DOCUMENTARY AND PROCESSING CHARGES IN
ACCORDANCE WITH THE APPLICABLE FACING AGENT'S STANDARD SCHEDULE FOR SUCH CHARGES
IN EFFECT AT THE TIME OF SUCH ISSUANCE, AMENDMENT, TRANSFER OR PAYMENT, AS THE
CASE MAY BE; AND
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(C)
A FACING FEE AS AGREED FROM TIME TO TIME BY THE BORROWER AND THE
APPLICABLE FACING AGENT FOR THE APPLICABLE LETTER OF CREDIT OR, WITH RESPECT TO
DB AS FACING AGENT, A FACING FEE EQUAL TO 1/8TH OF 1% PER ANNUM OF OUTSTANDING
LC OBLIGATIONS AND UNLESS OTHERWISE AGREED, SHALL BE PAYABLE WITH RESPECT TO THE
ASSIGNED DOLLAR VALUE OF THE MAXIMUM STATED AMOUNT UNDER SUCH OUTSTANDING
LETTERS OF CREDIT PAYABLE IN ARREARS ON EACH QUARTERLY PAYMENT DATE, ON THE
REVOLVER TERMINATION DATE AND THEREAFTER, ON DEMAND TOGETHER WITH CUSTOMARY
ISSUANCE AND PAYMENT CHARGES PAYABLE PURSUANT TO CLAUSE (B) ABOVE; PROVIDED,
HOWEVER, IF CALCULATION OF THE FACING FEE IN THE MANNER SET FORTH ABOVE WOULD
RESULT IN A FACING FEE OF LESS THAN $500 PER YEAR PER LETTER OF CREDIT ISSUED BY
ANY FACING AGENT, THE BORROWER SHALL BE OBLIGATED TO PAY SUCH ADDITIONAL AMOUNT
TO SUCH FACING AGENT SO AS TO PROVIDE FOR A MINIMUM FACING FEE OF $500 PER YEAR
PER LETTER OF CREDIT.
(II)
PARTICIPATING LENDER FEES.
THE BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT FOR DISTRIBUTION TO EACH PARTICIPATING REVOLVING LENDER IN
RESPECT OF ALL LETTERS OF CREDIT OUTSTANDING SUCH REVOLVING LENDER'S REVOLVING
PRO RATA SHARE OF A COMMISSION EQUAL TO THE THEN APPLICABLE EUROCURRENCY MARGIN
FOR REVOLVING LOANS PER ANNUM WITH RESPECT TO THE MAXIMUM STATED AMOUNT UNDER
SUCH OUTSTANDING LETTERS OF CREDIT (THE "LC COMMISSION"), PAYABLE IN ARREARS ON
EACH QUARTERLY PAYMENT DATE, ON THE REVOLVER TERMINATION DATE AND THEREAFTER, ON
DEMAND.
THE LC COMMISSION SHALL BE COMPUTED FROM THE FIRST DAY OF ISSUANCE OF
EACH LETTER OF CREDIT AND ON THE BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED OVER
A YEAR OF 360 DAYS.
Promptly upon receipt by a Facing Agent or the Administrative Agent of any
amount described in clause (i)(A) or (ii) of this Section 2.9(e), the applicable
Facing Agent or the Administrative Agent shall distribute to each Revolving
Lender its Pro Rata Share, as the case may be, of such