OF EACH FACILITY LETTER OF CREDIT, THE
FACILITY LETTER OF CREDIT FEE THEREFOR, PAYABLE QUARTERLY IN ARREARS NOT LATER
THAN FIVE (5) BUSINESS DAYS FOLLOWING AGENT'S DELIVERY TO BORROWER OF THE
QUARTERLY STATEMENT SPECIFYING THE AMOUNT OF THE FACILITY LETTER OF CREDIT FEES
PROPERLY DUE AND PAYABLE HEREUNDER WITH RESPECT TO THE PRECEDING CALENDAR
QUARTER (WHICH PAYMENT SHALL BE A PRO RATA PORTION OF THE ANNUAL FACILITY LETTER
OF CREDIT FEE FOR SUCH PRECEDING CALENDAR QUARTER) AND ON THE TERMINATION DATE
(WHICH PAYMENT SHALL BE IN THE AMOUNT OF ALL ACCRUED AND UNPAID FACILITY LETTER
OF CREDIT FEES).
FACILITY LETTER OF CREDIT FEES SHALL BE CALCULATED, ON A PRO
RATA BASIS FOR THE PERIOD TO WHICH SUCH PAYMENT APPLIES, FOR ACTUAL DAYS ON
WHICH SUCH FACILITY LETTER OF CREDIT WAS OUTSTANDING DURING SUCH PERIOD, ON THE
BASIS OF A 360-DAY YEAR.
THE AGENT SHALL, WITH REASONABLE PROMPTNESS FOLLOWING
RECEIPT FROM ALL ISSUERS OF THE REPORTS PROVIDED FOR IN SECTION 2.23.8 FOR THE
MONTHS OF MARCH, JUNE, SEPTEMBER AND DECEMBER, RESPECTIVELY, DELIVER TO THE
BORROWER A QUARTERLY STATEMENT OF THE FACILITY LETTER OF CREDIT FEES THEN DUE
AND PAYABLE.
THE AGENT SHALL PROMPTLY REMIT SUCH FACILITY LETTER OF CREDIT
FEES, WHEN RECEIVED BY THE AGENT, AS FOLLOWS:
(I) TO EACH ISSUER, SOLELY FOR
ITS OWN ACCOUNT, WITH RESPECT TO EACH FACILITY LETTER OF CREDIT ISSUED BY SUCH
ISSUER, AN AMOUNT PER ANNUM EQUAL TO THE PRODUCT OF (A) 0.125% PER ANNUM AND
(B) THE UNDRAWN OUTSTANDING AMOUNT OF SUCH FACILITY LETTER OF CREDIT AND (II) TO
ALL LENDERS, RATABLY, THE BALANCE OF SUCH FACILITY LETTER OF CREDIT FEES.
FACILITY LETTERS OF CREDIT FEES SHALL BE PAYABLE HEREUNDER WITH RESPECT TO THE
EXISTING LETTERS OF CREDIT FROM AND AFTER THE CLOSING DATE.
(b)
An Issuer shall also have the right to
receive, solely for its own account, its out-of-pocket costs of issuing and
servicing Facility Letters of Credit, as the Borrower may agree in writing.
SECTION 2.23.8
ISSUER REPORTING REQUIREMENTS.
EACH ISSUER SHALL, NO LATER THAN
THE THIRD (3RD) BUSINESS DAY FOLLOWING THE LAST DAY OF EACH MONTH, PROVIDE TO
THE AGENT A SCHEDULE OF THE FACILITY LETTERS OF CREDIT ISSUED BY IT SHOWING THE
ISSUANCE DATE, ACCOUNT PARTY, ORIGINAL FACE AMOUNT, AMOUNT (IF ANY) PAID
THEREUNDER, EXPIRATION DATE AND THE REFERENCE NUMBER OF EACH FACILITY LETTER OF
CREDIT OUTSTANDING AT ANY TIME DURING SUCH MONTH (AND INDICATING, WITH RESPECT
TO EACH FACILITY LETTER OF CREDIT, WHETHER IT IS A FINANCIAL LETTER OF CREDIT OR
PERFORMANCE LETTER OF CREDIT) AND THE AGGREGATE AMOUNT (IF ANY) PAYABLE BY THE
BORROWER TO SUCH ISSUER
37
DURING THE MONTH PURSUANT TO SECTION 2.15. COPIES OF SUCH REPORTS SHALL BE
PROVIDED PROMPTLY TO EACH LENDER BY THE AGENT.
THE REPORTING REQUIREMENTS
HEREUNDER ARE IN ADDITION TO THOSE SET FORTH IN SECTION 2.23.4.
SECTION 2.23.9
INDEMNIFICATION; NATURE OF ISSUER'S DUTIES.
(A)
IN ADDITION TO
AMOUNTS PAYABLE AS ELSEWHERE PROVIDED IN THIS SECTION 2.23, THE BORROWER HEREBY
AGREES TO PROTECT, INDEMNIFY, PAY AND SAVE THE AGENT, EACH