ON OR BEFORE THE
BUSINESS DAY PRIOR TO THE DATE OF ITS ISSUANCE OF SUCH LETTER OF CREDIT THAT ONE
OR MORE OF THE CONDITIONS CONTAINED IN SECTION 5.2 IS NOT THEN SATISFIED, AND IN
THE EVENT THE ISSUING BANK RECEIVES SUCH A NOTICE IT SHALL HAVE NO FURTHER
OBLIGATION TO ISSUE ANY FACILITY LETTER OF CREDIT UNTIL SUCH NOTICE IS WITHDRAWN
BY THAT LENDER OR THE ISSUING BANK RECEIVES A NOTICE FROM THE ADMINISTRATIVE
AGENT THAT SUCH CONDITION HAS BEEN EFFECTIVELY WAIVED IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT.
EACH LENDER'S OBLIGATION TO MAKE FURTHER LOANS TO
THE BORROWER (OTHER THAN ANY PAYMENTS SUCH LENDER IS REQUIRED TO MAKE UNDER
SUBPARAGRAPH (B) BELOW) OR ISSUE ANY LETTERS OF CREDIT ON BEHALF OF BORROWER
SHALL BE REDUCED BY SUCH LENDER'S PRO RATA SHARE OF EACH FACILITY LETTER OF
CREDIT OUTSTANDING.
(B)
WHENEVER THE ISSUING BANK RECEIVES A PAYMENT
ON ACCOUNT OF A REIMBURSEMENT OBLIGATION, INCLUDING ANY INTEREST THEREON, THE
ISSUING BANK SHALL PROMPTLY PAY TO THE ADMINISTRATIVE AGENT AND THE
ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO EACH LENDER WHICH HAS FUNDED ITS
PARTICIPATING INTEREST THEREIN, IN IMMEDIATELY AVAILABLE FUNDS, AN AMOUNT EQUAL
TO SUCH LENDER'S PERCENTAGE THEREOF.
(C)
UPON THE REQUEST OF THE ADMINISTRATIVE
AGENT OR ANY LENDER, AN ISSUING BANK SHALL FURNISH TO SUCH ADMINISTRATIVE AGENT
OR LENDER COPIES OF ANY FACILITY LETTER OF CREDIT TO WHICH THAT ISSUING BANK IS
PARTY AND SUCH OTHER DOCUMENTATION AS MAY REASONABLY BE REQUESTED BY THE
ADMINISTRATIVE AGENT OR LENDER.
(D)
THE OBLIGATIONS OF A LENDER TO MAKE PAYMENTS
TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH ISSUING BANK WITH RESPECT TO
A FACILITY LETTER OF CREDIT SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE,
NOT SUBJECT TO ANY COUNTERCLAIM, SET-OFF, QUALIFICATION OR EXCEPTION WHATSOEVER
OTHER THAN A FAILURE OF ANY SUCH ISSUING BANK TO COMPLY WITH THE TERMS OF THIS
AGREEMENT RELATING TO THE ISSUANCE OF SUCH FACILITY LETTER OF CREDIT AND SHALL
BE MADE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT UNDER ALL
CIRCUMSTANCES.
3.12.
COMPENSATION FOR FACILITY LETTERS OF CREDIT.
(A)
THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT, FOR THE RATABLE ACCOUNT OF THE LENDERS, BASED UPON THE
LENDERS' RESPECTIVE PERCENTAGES, A PER ANNUM FEE (THE "FACILITY LETTER OF CREDIT
FEE") WITH RESPECT TO EACH FACILITY LETTER OF CREDIT THAT IS EQUAL TO THE LIBOR
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APPLICABLE MARGIN IN EFFECT FROM TIME TO TIME.
THE FACILITY LETTER OF CREDIT
FEE RELATING TO ANY FACILITY LETTER OF CREDIT SHALL BE DUE AND PAYABLE IN
ARREARS IN EQUAL INSTALLMENTS ON EACH PAYMENT DATE AND, TO THE EXTENT ANY SUCH
FEES ARE THEN DUE AND UNPAID, ON THE FACILITY TERMINATION DATE.
THE
ADMINISTRATIVE AGENT SHALL PROMPTLY REMIT SUCH FACILITY LETTER OF CREDIT FEES,
WHEN PAID, TO THE OTHER LENDERS IN ACCORDANCE WITH THEIR PERCENTAGES THEREOF.
(B)
THE ISSUING BANK ALSO SHALL HAVE THE RIGHT
TO RECEIVE SOLELY FOR ITS OWN ACCOUNT AN ISSUANCE FEE OF 0.15% OF THE FACE
AMOUNT OF EACH FACILITY LETTER OF CREDIT, PAYABLE