OF ANY KIND OF ANY L/C ISSUER, AGENT, ANY
LENDER OR ANY OTHER PERSON OR ANY OTHER EVENT OR CIRCUMSTANCE WHATSOEVER THAT
MIGHT, BUT FOR THE PROVISIONS OF THIS SECTION 1.1(D)(V), CONSTITUTE A LEGAL OR
EQUITABLE DISCHARGE OF BORROWER'S OBLIGATIONS HEREUNDER.
(VI)
OBLIGATIONS OF L/C ISSUERS.
EACH L/C ISSUER
(OTHER THAN GE CAPITAL) HEREBY AGREES THAT IT WILL NOT ISSUE A LETTER OF CREDIT
HEREUNDER UNTIL IT HAS PROVIDED AGENT WITH WRITTEN NOTICE SPECIFYING THE AMOUNT
AND INTENDED ISSUANCE DATE OF SUCH LETTER OF CREDIT AND AGENT HAS RETURNED A
WRITTEN ACKNOWLEDGMENT OF SUCH NOTICE TO L/C ISSUER.
EACH L/C ISSUER (OTHER
THAN GE CAPITAL) FURTHER AGREES TO PROVIDE TO AGENT:
(A) A COPY OF EACH LETTER
OF CREDIT ISSUED BY SUCH L/C ISSUER PROMPTLY AFTER ITS ISSUANCE; (B) A WEEKLY
REPORT SUMMARIZING AVAILABLE AMOUNTS UNDER LETTERS OF CREDIT ISSUED BY SUCH L/C
ISSUER, THE DATES AND AMOUNTS OF ANY DRAWS UNDER SUCH LETTERS OF CREDIT, THE
EFFECTIVE DATE OF ANY INCREASE OR DECREASE IN THE FACE AMOUNT OF ANY LETTERS OF
CREDIT DURING SUCH WEEK AND THE AMOUNT OF ANY UNREIMBURSED DRAWS UNDER SUCH
LETTERS OF CREDIT; AND (C) SUCH ADDITIONAL INFORMATION REASONABLY REQUESTED BY
AGENT FROM TIME TO TIME WITH RESPECT TO THE LETTERS OF CREDIT ISSUED BY SUCH L/C
ISSUER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS EXPRESSLY
UNDERSTOOD AND AGREED BY BORROWER THAT THE ABSOLUTE AND UNCONDITIONAL OBLIGATION
OF BORROWER TO AGENT AND LENDERS HEREUNDER TO REIMBURSE PAYMENTS MADE UNDER A
LETTER OF CREDIT WILL NOT BE EXCUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE L/C ISSUER.
HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED TO
EXCUSE AN L/C ISSUER FROM LIABILITY TO BORROWER TO THE EXTENT OF ANY DIRECT
DAMAGES (AS OPPOSED TO CONSEQUENTIAL DAMAGES, WITH BORROWER HEREBY WAIVING ALL
CLAIMS FOR ANY CONSEQUENTIAL DAMAGES TO THE EXTENT PERMITTED BY APPLICABLE LAW)
SUFFERED BY BORROWER THAT ARE SUBJECT TO INDEMNIFICATION UNDER THE MASTER
STANDBY AGREEMENT.
(E)
FUNDING AUTHORIZATION.
THE PROCEEDS OF ALL
LOANS MADE PURSUANT TO THIS AGREEMENT SUBSEQUENT TO THE CLOSING DATE ARE TO BE
FUNDED BY AGENT BY WIRE TRANSFER TO THE ACCOUNT DESIGNATED BY BORROWER BELOW
(THE "DISBURSEMENT ACCOUNT"):
7
Bank:
Wells Fargo Bank
Corporate Banking Services
ABA No.:
121000248
Bank Address:
420 Montgomery St.
San Francisco, Ca. 97109
420 Montgomery St.
San Francisco, CA 97109
Account No.:
4091216036
Reference:
Playtex Products, Inc.
Borrower shall provide Agent with written notice of any change in the foregoing
instructions at least three (3) Business Days before the desired effective date
of such change.
1.2
INTEREST AND APPLICABLE MARGINS.
(A)
BORROWER SHALL PAY INTEREST TO AGENT, FOR
THE RATABLE BENEFIT OF LENDERS, IN ACCORDANCE WITH THE VARIOUS LOANS BEING MADE
BY EACH LENDER, IN ARREARS ON EACH APPLICABLE INTEREST PAYMENT DATE, AT THE
FOLLOWING RATES:
(I) WITH RESPECT TO THE REVOLVING CREDIT ADVANCES WHICH ARE
DESIGNATED AS INDEX RATE LOANS, THE INDEX RATE PLUS THE APPLICABLE REVOLVER
INDEX MARGIN PER ANNUM OR, WITH RESPECT TO REVOLVING CREDIT ADVANCES WHICH ARE
DESIGNATED