OF CREDIT TO THE BORROWER (WITH A
COPY TO THE ADMINISTRATIVE AGENT) PROMPTLY FOLLOWING THE ISSUANCE THEREOF.
THE
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 (INCLUDING THE AMOUNT THEREOF).
(B)
THE MAKING OF EACH REQUEST FOR A LETTER OF CREDIT BY THE BORROWER
SHALL BE DEEMED TO BE A REPRESENTATION AND WARRANTY BY THE BORROWER THAT SUCH
LETTER OF CREDIT MAY BE ISSUED IN ACCORDANCE WITH, AND WILL NOT VIOLATE THE
REQUIREMENTS OF, SECTION 2.6(A) OR ANY REQUIREMENT OF LAW.
UNLESS THE ISSUING
LENDER HAS RECEIVED NOTICE FROM THE ADMINISTRATIVE AGENT BEFORE IT ISSUES A
LETTER OF CREDIT THAT ONE OR MORE OF THE APPLICABLE CONDITIONS SPECIFIED IN
SECTION 5.2 ARE NOT SATISFIED, OR THAT THE ISSUANCE OF SUCH LETTER OF CREDIT
WOULD VIOLATE SECTION 2.6, THEN THE ISSUING LENDER MAY ISSUE THE REQUESTED
LETTER OF CREDIT FOR THE ACCOUNT OF THE BORROWER IN ACCORDANCE WITH THE ISSUING
LENDER'S USUAL AND CUSTOMARY PRACTICES.
2.8
L/C FEES AND OTHER CHARGES.
(A)
THE BORROWER 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 EURODOLLAR LOANS, SHARED RATABLY AMONG THE REVOLVING LENDERS AND PAYABLE
QUARTERLY IN ARREARS ON EACH L/C FEE PAYMENT DATE AFTER THE ISSUANCE DATE.
IN
ADDITION, THE BORROWER SHALL PAY TO THE ISSUING LENDER FOR ITS OWN ACCOUNT A
FRONTING FEE ON THE UNDRAWN AND UNEXPIRED AMOUNT OF EACH LETTER OF CREDIT
COMPUTED AT THE RATE OF 0.125% PER ANNUM AND PAYABLE QUARTERLY IN ARREARS ON
EACH L/C FEE PAYMENT DATE.
(B)
IN ADDITION TO THE FOREGOING FEES, THE BORROWER SHALL PAY OR
REIMBURSE THE ISSUING LENDER FOR SUCH NORMAL AND CUSTOMARY COSTS AND EXPENSES AS
ARE INCURRED OR CHARGED BY THE ISSUING LENDER IN ISSUING, EFFECTING PAYMENT
UNDER, AMENDING OR OTHERWISE ADMINISTERING ANY LETTER OF CREDIT.
2.9
L/C PARTICIPATIONS.
(A)
THE ISSUING LENDER IRREVOCABLY AGREES TO GRANT AND HEREBY GRANTS
TO EACH L/C PARTICIPANT, AND, TO INDUCE THE ISSUING LENDER TO ISSUE LETTERS OF
CREDIT HEREUNDER, EACH L/C PARTICIPANT IRREVOCABLY AGREES TO ACCEPT AND PURCHASE
AND HEREBY ACCEPTS AND PURCHASES FROM THE ISSUING LENDER, ON THE TERMS AND
CONDITIONS SET FORTH BELOW, FOR SUCH L/C PARTICIPANT'S OWN ACCOUNT AND RISK AN
UNDIVIDED INTEREST EQUAL TO SUCH L/C PARTICIPANT'S REVOLVING PERCENTAGE IN THE
ISSUING LENDER'S OBLIGATIONS AND
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RIGHTS UNDER AND IN RESPECT OF EACH LETTER OF CREDIT ISSUED HEREUNDER AND THE
AMOUNT OF EACH DRAFT PAID BY THE ISSUING LENDER THEREUNDER.
EACH L/C
PARTICIPANT UNCONDITIONALLY AND IRREVOCABLY AGREES WITH THE ISSUING LENDER THAT,
IF A DRAFT IS PAID UNDER ANY LETTER OF CREDIT FOR WHICH THE ISSUING LENDER IS
NOT REIMBURSED IN FULL BY THE BORROWER IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, SUCH L/C PARTICIPANT SHALL PAY TO THE ADMINISTRATIVE AGENT UPON
DEMAND OF THE ISSUING LENDER AN AMOUNT EQUAL TO SUCH L/C PARTICIPANT'S REVOLVING
PERCENTAGE OF THE AMOUNT