on the date such amount was
so made available by the Administrative Agent until the date the Administrative
Agent recovers such amount at a rate per annum equal to (i) in the case of
payment by a Lender, the Federal Funds Effective Rate for such day for the first
three (3) days and, thereafter, the interest rate applicable to the relevant
Loan or (ii) in the case of payment by the Borrower, the interest rate
applicable to the relevant Loan.
2.19.
Facility LCs.
2.19.1.
ISSUANCE.
EACH LC ISSUER HEREBY AGREES, ON THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT, TO ISSUE STANDBY LETTERS OF CREDIT IN
U.S. DOLLARS (EACH, AS AMENDED, MODIFIED OR EXTENDED, A "FACILITY LC") AND TO
RENEW, EXTEND, INCREASE, DECREASE OR OTHERWISE MODIFY EACH FACILITY LC ISSUED BY
IT ("MODIFY," AND EACH SUCH ACTION A "MODIFICATION"), FROM TIME TO TIME FROM AND
INCLUDING THE DATE OF THIS AGREEMENT AND PRIOR TO THE FACILITY TERMINATION DATE
UPON THE REQUEST OF AND FOR THE ACCOUNT OF THE
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BORROWER; PROVIDED THAT IMMEDIATELY AFTER EACH SUCH FACILITY LC IS ISSUED OR
MODIFIED, (A) THE AGGREGATE AMOUNT OF THE OUTSTANDING LC OBLIGATIONS SHALL NOT
EXCEED $150,000,000 AND (B) THE AGGREGATE OUTSTANDING CREDIT EXPOSURE SHALL NOT
EXCEED THE AGGREGATE COMMITMENT.
NO FACILITY LC SHALL HAVE AN EXPIRY DATE LATER
THAN THE EARLIER OF (C) ONE YEAR AFTER THE DATE OF ISSUANCE AND (D) EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.19.13, FIVE (5)
BUSINESS DAYS PRIOR TO THE
FACILITY TERMINATION DATE; PROVIDED THAT ANY LETTER OF CREDIT WITH A ONE-YEAR
TENOR MAY PROVIDE FOR THE RENEWAL THEREOF FOR ADDITIONAL ONE-YEAR PERIODS (WHICH
SHALL IN NO EVENT EXTEND BEYOND THE DATE REFERRED TO IN CLAUSE (D) ABOVE).
FACILITY LCS SHALL BE ISSUED IN MINIMUM FACE AMOUNTS OF $5,000,000 (OR SUCH
LESSER AMOUNTS TO WHICH THE APPLICABLE LC ISSUER MAY AGREE).
THE EXISTING
LETTER OF CREDIT SHALL BE DEEMED TO HAVE BEEN ISSUED PURSUANT HERETO ON THE DATE
HEREOF, AND FROM AND AFTER THE DATE HEREOF SHALL BE SUBJECT TO AND GOVERNED BY
THE TERMS AND CONDITIONS HEREOF.
ANYTHING CONTAINED HEREIN TO THE CONTRARY
NOTWITHSTANDING, JPMORGAN CHASE BANK, N.A. SHALL HAVE NO OBLIGATION TO ISSUE ANY
FACILITY LC OTHER THAN THE EXISTING LETTER OF CREDIT UNLESS IT SHALL AGREE TO DO
SO IN ITS SOLE AND ABSOLUTE DISCRETION.
2.19.2.
PARTICIPATIONS.
UPON THE ISSUANCE BY ANY LC ISSUER OF A
FACILITY LC OR A MODIFICATION OF A FACILITY LC IN ACCORDANCE WITH THIS
SECTION 2.19, EACH LENDER SHALL BE DEEMED TO HAVE AUTOMATICALLY AND
UNCONDITIONALLY PURCHASED AND RECEIVED FROM SUCH LC ISSUER AN UNDIVIDED INTEREST
AND PARTICIPATION IN AND TO SUCH FACILITY LC, THE OBLIGATIONS OF THE BORROWER IN
RESPECT THEREOF, AND THE LIABILITY OF SUCH LC ISSUER THEREUNDER, IN AN AMOUNT
EQUAL TO THE FACE AMOUNT OF SUCH FACILITY LC (AND EACH MODIFICATION THEREOF)
MULTIPLIED BY SUCH LENDER'S PRO RATA SHARE OF THE AGGREGATE COMMITMENT.
2.19.3.
NOTICE.
SUBJECT TO SECTION 2.19.1, THE BORROWER SHALL
GIVE THE APPLICABLE LC ISSUER (AS DETERMINED BY THE