THE COMMITMENT FEE RATE ON THE AVERAGE
DAILY AMOUNT OF THE AVAILABLE REVOLVING COMMITMENT OF SUCH LENDER DURING THE
PERIOD FOR WHICH PAYMENT IS MADE, PAYABLE QUARTERLY IN ARREARS ON EACH FEE
PAYMENT DATE, COMMENCING ON THE FIRST OF SUCH DATES TO OCCUR AFTER THE DATE
HEREOF, PROVIDED THAT, IN CALCULATING ANY LENDER'S REVOLVING EXTENSIONS OF
CREDIT FOR THE PURPOSE OF DETERMINING SUCH LENDER'S AVAILABLE REVOLVING
COMMITMENT PURSUANT TO THIS SECTION 2.5, (X) THE AGGREGATE PRINCIPAL AMOUNT OF
SWINGLINE LOANS THEN OUTSTANDING SHALL BE DEEMED TO BE ZERO, (Y) THE AMOUNT OF
THE BORROWING BASE AT SUCH TIME SHALL BE DEEMED TO BE EQUAL TO THE REVOLVING
COMMITMENT, AND (Z) THE DOLLAR EQUIVALENT OF FOREIGN CURRENCY LOANS AND UK
FOREIGN CURRENCY LOANS SHALL BE CALCULATED FOR FOREIGN CURRENCY LOANS AND UK
FOREIGN CURRENCY LOANS ON THE FIRST DAY OF THE INTEREST PERIOD THEREFOR.
(B)
TMP AGREES TO PAY TO THE ADMINISTRATIVE AGENT THE FEES IN THE
AMOUNTS AND ON THE DATES PREVIOUSLY AGREED TO IN WRITING BY THE BORROWERS AND
THE ADMINISTRATIVE AGENT.
2.6.
TERMINATION OF REVOLVING COMMITMENTS.
THE BORROWERS SHALL HAVE
THE RIGHT, UPON NOT LESS THAN FIVE BUSINESS DAYS' NOTICE TO THE ADMINISTRATIVE
AGENT, TO TERMINATE THE REVOLVING COMMITMENTS; PROVIDED THAT NO SUCH TERMINATION
OF THE REVOLVING COMMITMENTS
26
SHALL BE PERMITTED UNLESS ALL OUTSTANDING REVOLVING LOANS, SWINGLINE LOANS,
FOREIGN CURRENCY LOANS AND UK FOREIGN CURRENCY LOANS ARE REPAID ON OR BEFORE THE
EFFECTIVE DATE THEREOF AND ALL L/C OBLIGATIONS ARE EITHER CASH COLLATERALIZED IN
AN AMOUNT EQUAL TO THE L/C OBLIGATIONS OR OTHERWISE SECURED BY ARRANGEMENTS
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS.
2.7.
L/C COMMITMENT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
EACH ISSUING LENDER, IN RELIANCE ON THE AGREEMENTS OF THE OTHER REVOLVING
LENDERS SET FORTH IN SECTION 2.10(A), AGREES TO ISSUE LETTERS OF CREDIT
("LETTERS OF CREDIT") FOR THE ACCOUNT OF TMP ON ANY BUSINESS DAY DURING THE
REVOLVING COMMITMENT PERIOD IN SUCH FORM AS MAY BE APPROVED FROM TIME TO TIME BY
SUCH ISSUING LENDER; PROVIDED THAT NO ISSUING LENDER SHALL HAVE ANY OBLIGATION
TO ISSUE ANY LETTER OF CREDIT IF, AFTER GIVING EFFECT TO SUCH ISSUANCE, (I) THE
L/C OBLIGATIONS WOULD EXCEED THE L/C COMMITMENT OR (II) THE AGGREGATE AMOUNT OF
THE AVAILABLE REVOLVING COMMITMENTS WOULD BE LESS THAN ZERO. EACH LETTER OF
CREDIT SHALL (I) BE DENOMINATED IN DOLLARS OR A FOREIGN CURRENCY AND (II) EXPIRE
NO LATER THAN THE EARLIER OF (X) THE FIRST ANNIVERSARY OF ITS DATE OF ISSUANCE
AND (Y) THE DATE THAT IS FIVE BUSINESS DAYS PRIOR TO THE REVOLVING TERMINATION
DATE, PROVIDED THAT ANY LETTER OF CREDIT WITH A ONE-YEAR TERM MAY PROVIDE FOR
THE RENEWAL THEREOF FOR ADDITIONAL ONE-YEAR PERIODS (WHICH SHALL IN NO EVENT
EXTEND BEYOND THE DATE REFERRED TO IN CLAUSE (Y) ABOVE).
(B)
NO ISSUING LENDER SHALL AT ANY TIME ISSUE ANY LETTER OF CREDIT
HEREUNDER IF SUCH ISSUANCE WOULD CONFLICT WITH, OR CAUSE SUCH ISSUING LENDER OR
ANY L/C PARTICIPANT TO EXCEED ANY LIMITS IMPOSED BY,