OF ANY LETTER OF CREDIT
AND ON EACH ANNIVERSARY THEREOF PRIOR TO THE TERMINATION OR EXPIRATION OF SUCH
LETTER OF CREDIT, IF $500 WILL EXCEED THE AMOUNT OF FACING FEES THAT WILL ACCRUE
WITH RESPECT TO SUCH LETTER OF CREDIT FOR THE IMMEDIATELY SUCCEEDING
TWELVE-MONTH PERIOD, $125 SHALL BE PAYABLE IN RESPECT OF SUCH LETTER OF CREDIT
ON EACH DATE ON WHICH FACING FEES ARE REQUIRED TO BE PAID PURSUANT TO THIS
CLAUSE (C) DURING SUCH 12-MONTH PERIOD (AND, IF THE TOTAL REVOLVING COMMITMENT
TERMINATES BEFORE THE END OF SUCH 12 MONTH PERIOD, ON THE DATE OF SUCH
TERMINATION THERE SHALL BE PAID AN AMOUNT EQUAL TO THE AMOUNT BY WHICH $500
EXCEEDS THE FACING FEES ACTUALLY PAID WITH RESPECT TO SUCH LETTER OF CREDIT
SINCE THE DATE OF THE ISSUANCE THEREOF OR, IF LATER, THE LAST ANNIVERSARY OF
SUCH ISSUANCE WHICH HAS THERETOFORE OCCURRED).
ACCRUED FACING FEES SHALL BE DUE
AND PAYABLE QUARTERLY IN ARREARS ON THE FIRST BUSINESS DAY OF EACH JANUARY,
APRIL, JULY AND OCTOBER OF EACH YEAR AND ON THE FIRST DAY ON OR AFTER THE
TERMINATION OF THE TOTAL REVOLVING COMMITMENT UPON WHICH NO LETTERS OF CREDIT
REMAIN OUTSTANDING.
(E)
THE BORROWER AGREES TO PAY DIRECTLY TO THE
RESPECTIVE LETTER OF CREDIT ISSUER UPON EACH ISSUANCE OF, PAYMENT UNDER, AND/OR
AMENDMENT OF, A LETTER OF CREDIT SUCH AMOUNT AS SHALL AT THE TIME OF SUCH
ISSUANCE, PAYMENT OR AMENDMENT BE THE ADMINISTRATIVE CHARGE WHICH SUCH LETTER OF
CREDIT ISSUER IS CUSTOMARILY CHARGING FOR ISSUANCES OF, PAYMENTS UNDER OR
AMENDMENTS OF, LETTERS OF CREDIT ISSUED BY IT.
(F)
THE BORROWER SHALL PAY TO THE JOINT LEAD
ARRANGERS AND THE ADMINISTRATIVE AGENT FOR THEIR RESPECTIVE ACCOUNTS, SUCH FEES
AS MAY BE AGREED TO BY THE BORROWER AND SUCH PERSONS.
(G)
ALL COMPUTATIONS OF FEES SHALL BE MADE IN
ACCORDANCE WITH SECTION 12.07(B).
3.02
VOLUNTARY REDUCTION OF COMMITMENTS.
(A)
UPON AT LEAST ONE BUSINESS DAY'S
PRIOR WRITTEN NOTICE (OR TELEPHONIC NOTICE CONFIRMED IN WRITING) TO THE
ADMINISTRATIVE AGENT AT THE NOTICE OFFICE (WHICH NOTICE SHALL BE DEEMED TO BE
GIVEN ON A CERTAIN DAY ONLY IF GIVEN BEFORE 2:00 P.M. (NEW YORK TIME) ON SUCH
DAY AND SHALL BE PROMPTLY TRANSMITTED BY THE ADMINISTRATIVE AGENT TO EACH OF THE
LENDERS), THE BORROWER SHALL HAVE THE RIGHT, WITHOUT PREMIUM OR PENALTY, TO
TERMINATE OR PARTIALLY REDUCE THE TOTAL UNUTILIZED REVOLVING COMMITMENT PROVIDED
THAT (X) ANY SUCH PARTIAL REDUCTION SHALL APPLY TO PROPORTIONATELY AND
PERMANENTLY REDUCE THE REVOLVING COMMITMENT OF EACH RF LENDER, (Y) NO SUCH
REDUCTION SHALL REDUCE ANY NON-DEFAULTING LENDER'S REVOLVING COMMITMENT IN AN
AMOUNT GREATER THAN THE THEN UNUTILIZED REVOLVING COMMITMENT OF SUCH LENDER AND
(Z) ANY PARTIAL REDUCTION PURSUANT TO THIS SECTION 3.02 SHALL BE IN THE AMOUNT
OF AT LEAST $1,000,000.
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(B)
IN THE EVENT OF A REFUSAL BY A LENDER TO
CONSENT TO CERTAIN PROPOSED CHANGES, WAIVERS, DISCHARGES OR TERMINATIONS WITH
RESPECT TO THIS AGREEMENT WHICH HAVE BEEN APPROVED BY THE REQUIRED LENDERS AS
(AND TO THE EXTENT) PROVIDED IN SECTION 12.12(B),