FIVE
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, THE LC ISSUER SHALL
PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT, AND, UPON ISSUANCE ONLY, 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 THE LC ISSUER OF ANY FACILITY LC SHALL, IN
ADDITION TO THE CONDITIONS PRECEDENT SET FORTH IN ARTICLE IV (THE SATISFACTION
OF WHICH THE LC ISSUER SHALL HAVE NO DUTY TO ASCERTAIN), BE SUBJECT TO THE
CONDITIONS PRECEDENT THAT SUCH FACILITY LC SHALL BE SATISFACTORY TO THE LC
ISSUER AND THAT THE BORROWER SHALL HAVE EXECUTED AND DELIVERED SUCH APPLICATION
AGREEMENT AND/OR SUCH OTHER INSTRUMENTS AND AGREEMENTS RELATING TO SUCH FACILITY
LC AS THE 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.
2.20.4
LC FEES.
THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT, FOR THE
ACCOUNT OF THE LENDERS RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE REVOLVING
LOAN PRO RATA SHARES, A LETTER OF CREDIT FEE AT A PER ANNUM RATE EQUAL TO THE
APPLICABLE MARGIN FOR EURODOLLAR LOANS IN EFFECT FROM TIME TO TIME ON THE
AVERAGE DAILY UNDRAWN STATED AMOUNT UNDER SUCH FACILITY LC, SUCH FEE TO BE
PAYABLE IN ARREARS ON EACH PAYMENT DATE.
THE BORROWER SHALL ALSO PAY TO THE LC
ISSUER FOR ITS OWN ACCOUNT (X) AT THE TIME OF ISSUANCE OF EACH FACILITY LC, A
FRONTING FEE IN AN AMOUNT EQUAL TO 0.125% TIMES THE FACE AMOUNT OF SUCH FACILITY
LC, AND (Y) DOCUMENTARY AND PROCESSING CHARGES IN CONNECTION WITH THE ISSUANCE
OR MODIFICATION OF AND DRAWS UNDER FACILITY LCS IN ACCORDANCE WITH THE LC
ISSUER'S STANDARD SCHEDULE FOR SUCH CHARGES AS IN EFFECT FROM TIME TO TIME.
EACH FEE DESCRIBED IN THIS SECTION 2.20.4 SHALL CONSTITUTE AN "LC FEE".
2.20.5
ADMINISTRATION; REIMBURSEMENT BY LENDERS.
UPON RECEIPT FROM THE
BENEFICIARY OF ANY FACILITY LC OF ANY DEMAND FOR PAYMENT UNDER SUCH FACILITY LC,
THE 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 THE LC ISSUER AS A RESULT OF SUCH DEMAND AND THE PROPOSED PAYMENT DATE
(THE "LC PAYMENT DATE").
THE RESPONSIBILITY OF THE LC ISSUER TO THE BORROWER
AND EACH LENDER SHALL BE ONLY TO DETERMINE THAT THE DOCUMENTS (INCLUDING EACH
DEMAND FOR PAYMENT) DELIVERED UNDER EACH FACILITY LC IN CONNECTION WITH SUCH
PRESENTMENT SHALL BE IN CONFORMITY IN ALL MATERIAL RESPECTS WITH SUCH FACILITY
LC.
THE LC ISSUER SHALL ENDEAVOR TO