BORROWER IN ITS DISCRETION
IN THE CASE OF THE ISSUANCE OF A NEW FACILITY LC) NOTICE PRIOR TO 11:00 A.M.
(NEW YORK TIME) AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF
ISSUANCE OR MODIFICATION OF EACH FACILITY LC, 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.
UPON RECEIPT OF SUCH NOTICE,
SUCH LC ISSUER SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT, AND THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER, OF THE CONTENTS THEREOF
AND OF THE AMOUNT OF SUCH LENDER'S PARTICIPATION IN SUCH PROPOSED FACILITY LC.
THE ISSUANCE OR MODIFICATION BY SUCH 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 SATISFACTORY TO SUCH LC
ISSUER AND THAT THE BORROWER SHALL HAVE EXECUTED AND DELIVERED TO SUCH LC ISSUER
A COMPLETED STANDBY LETTER OF CREDIT APPLICATION SUBSTANTIALLY IN THE FORM OF
EXHIBIT B HERETO (OR SUCH OTHER FORM 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.
2.19.4.
LC FEES.
THE BORROWER SHALL PAY TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE LENDERS RATABLY IN ACCORDANCE WITH THEIR
RESPECTIVE PRO RATA SHARES OF THE AGGREGATE COMMITMENT WITH RESPECT TO EACH
FACILITY LC, A LETTER OF CREDIT FEE AT A PER
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ANNUM RATE EQUAL TO THE APPLICABLE MARGIN FOR EURODOLLAR ADVANCES ON THE AVERAGE
UNDRAWN STATED AMOUNT OF SUCH FACILITY LC, SUCH FEE TO BE PAYABLE IN ARREARS ON
EACH PAYMENT DATE TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS
(INCLUDING EACH LC ISSUER) RATABLY (SUCH FEE DESCRIBED IN THIS SENTENCE AN "LC
FEE").
THE BORROWER SHALL ALSO PAY TO EACH LC ISSUER FOR ITS OWN ACCOUNT (A) A
FRONTING FEE IN AN AMOUNT AGREED UPON BY THE BORROWER AND SUCH LC ISSUER PAYABLE
IN ARREARS ON EACH PAYMENT DATE AND (B) DOCUMENTARY AND PROCESSING CHARGES IN
CONNECTION WITH THE ISSUANCE OR MODIFICATION OF AND DRAWS UNDER FACILITY LCS IN
ACCORDANCE WITH SUCH LC ISSUER'S STANDARD SCHEDULE FOR SUCH CHARGES AS IN EFFECT
FROM TIME TO TIME.
2.19.5.
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 ADMINISTRATIVE AGENT AND
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND EACH OTHER
LENDER AS TO THE AMOUNT TO BE PAID BY SUCH LC ISSUER AS A RESULT OF SUCH DEMAND
AND THE PROPOSED PAYMENT DATE (THE "LC PAYMENT DATE").
THE RESPONSIBILITY OF
THE APPLICABLE LC ISSUER TO THE