ANY APPLICABLE REQUIREMENT
OF LAW.
2.8.
PROCEDURE FOR ISSUANCE OF LETTER OF CREDIT.
TMP MAY FROM TIME TO
TIME REQUEST THAT AN ISSUING LENDER ISSUE A LETTER OF CREDIT BY DELIVERING TO
SUCH ISSUING LENDER AT ITS ADDRESS FOR NOTICES SPECIFIED HEREIN AN APPLICATION
THEREFOR, COMPLETED TO THE SATISFACTION OF SUCH ISSUING LENDER, AND SUCH OTHER
CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND INFORMATION AS SUCH ISSUING LENDER
MAY REQUEST.
UPON RECEIPT OF ANY APPLICATION, AN ISSUING LENDER WILL NOTIFY THE
ADMINISTRATIVE AGENT OF THE AMOUNT, THE BENEFICIARY AND THE REQUESTED EXPIRATION
OF THE REQUESTED LETTER OF CREDIT, AND UPON RECEIPT OF CONFIRMATION FROM THE
ADMINISTRATIVE AGENT THAT AFTER GIVING EFFECT TO THE REQUESTED ISSUANCE, THE
AVAILABLE REVOLVING COMMITMENTS WOULD NOT BE LESS THAN ZERO, SUCH ISSUING LENDER
WILL PROCESS SUCH APPLICATION AND THE CERTIFICATES, DOCUMENTS AND OTHER PAPERS
AND INFORMATION DELIVERED TO IT IN CONNECTION THEREWITH IN ACCORDANCE WITH ITS
CUSTOMARY PROCEDURES AND SHALL PROMPTLY ISSUE THE LETTER OF CREDIT REQUESTED
THEREBY (BUT IN NO EVENT SHALL SUCH ISSUING LENDER BE REQUIRED TO ISSUE ANY
LETTER OF CREDIT EARLIER THAN THREE BUSINESS DAYS AFTER ITS RECEIPT OF THE
APPLICATION THEREFOR AND ALL SUCH OTHER CERTIFICATES, DOCUMENTS AND OTHER PAPERS
AND INFORMATION RELATING THERETO) BY ISSUING THE ORIGINAL OF SUCH LETTER OF
CREDIT TO THE BENEFICIARY THEREOF OR AS OTHERWISE MAY BE AGREED TO BY SUCH
ISSUING LENDER AND TMP.
EACH ISSUING LENDER SHALL FURNISH A COPY OF SUCH LETTER
OF CREDIT TO TMP (WITH A COPY TO THE ADMINISTRATIVE AGENT) PROMPTLY FOLLOWING
THE ISSUANCE THEREOF.
EACH ISSUING LENDER SHALL PROMPTLY FURNISH TO THE
ADMINISTRATIVE AGENT, WHICH SHALL IN TURN PROMPTLY FURNISH TO THE LENDERS,
NOTICE OF THE ISSUANCE OF EACH LETTER OF CREDIT ISSUED BY SUCH ISSUING LENDER
(INCLUDING THE AMOUNT THEREOF).
2.9.
FEES AND OTHER CHARGES.
(A)
TMP WILL PAY A FEE ON ALL
OUTSTANDING LETTERS OF CREDIT AT A PER ANNUM RATE EQUAL TO THE APPLICABLE MARGIN
THEN IN EFFECT WITH RESPECT TO
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EUROCURRENCY LOANS UNDER THE REVOLVING FACILITY, SHARED RATABLY AMONG THE
REVOLVING LENDERS AND PAYABLE QUARTERLY IN ARREARS ON EACH L/C FEE PAYMENT DATE
AFTER THE ISSUANCE DATE.
IN ADDITION, TMP SHALL PAY TO THE RELEVANT ISSUING
LENDER FOR ITS OWN ACCOUNT A FRONTING FEE ON THE UNDRAWN AND UNEXPIRED AMOUNT OF
EACH LETTER OF CREDIT EQUAL TO 0.125% PER ANNUM, PAYABLE QUARTERLY IN ARREARS ON
EACH L/C FEE PAYMENT DATE AFTER THE ISSUANCE DATE.
(B)
IN ADDITION TO THE FOREGOING FEES, TMP SHALL PAY OR REIMBURSE EACH
ISSUING LENDER FOR SUCH NORMAL AND CUSTOMARY COSTS AND EXPENSES AS ARE INCURRED
OR CHARGED BY SUCH ISSUING LENDER IN ISSUING, NEGOTIATING, EFFECTING PAYMENT
UNDER, AMENDING OR OTHERWISE ADMINISTERING ANY LETTER OF CREDIT TO THE EXTENT
THAT THE FEES AND EXPENSES ASSOCIATED WITH THE ISSUANCE OF SUCH LETTER OF CREDIT
EXCEED THE FRONTING FEE THEREFORE AS SPECIFIED IN SECTION 2.9(A).
2.10.
L/C PARTICIPATIONS.
(A)
EACH ISSUING LENDER IRREVOCABLY AGREES TO
GRANT AND HEREBY GRANTS TO EACH L/C PARTICIPANT, AND, TO INDUCE SUCH ISSUING
LENDER TO ISSUE