TO
BE MADE IN ANY OTHER LAWFUL CURRENCY (OTHER THAN DOLLARS), IN ADDITION TO THE
CURRENCIES SPECIFIED IN THE DEFINITION OF "OPTIONAL CURRENCY" HEREIN, PROVIDED,
THAT SUCH CURRENCY MUST BE FREELY TRADED IN THE OFFSHORE INTERBANK FOREIGN
EXCHANGE MARKETS, FREELY TRANSFERABLE, FREELY CONVERTIBLE INTO DOLLARS AND
AVAILABLE TO THE LENDERS IN THE APPLICABLE INTERBANK MARKET. THE ADMINISTRATIVE
AGENT MAY GRANT OR DENY SUCH REQUEST IN ITS SOLE DISCRETION.
THE ADMINISTRATIVE
AGENT WILL PROMPTLY NOTIFY THE APPLICABLE LENDERS OF ANY SUCH REQUEST AND
WHETHER THE ADMINISTRATIVE AGENT HAS GRANTED OR REJECTED SUCH REQUEST. THE
ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY THE BORROWERS OF THE ACCEPTANCE OR
REJECTION BY THE ADMINISTRATIVE AGENT OF THE BORROWERS' REQUEST.
THE REQUESTED
CURRENCY SHALL BE APPROVED AS AN OPTIONAL CURRENCY HEREUNDER ONLY IF THE
ADMINISTRATIVE AGENT AND ALL LENDERS APPROVE THE BORROWERS' REQUEST.
(E)
THE ADMINISTRATIVE AGENT MAY, WITH RESPECT
TO NOTICES BY THE BORROWERS FOR LOANS IN AN OPTIONAL CURRENCY OR VOLUNTARY
PREPAYMENTS OF LESS THAN THE FULL AMOUNT OF AN OPTIONAL CURRENCY TRANCHE, ENGAGE
IN REASONABLE ROUNDING OF THE OPTIONAL CURRENCY AMOUNTS REQUESTED TO BE LOANED
OR REPAID; AND, IN SUCH EVENT, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY
THE BORROWERS AND THE LENDERS OF SUCH ROUNDED AMOUNTS AND THE BORROWERS' REQUEST
OR NOTICE SHALL THEREBY BE DEEMED TO REFLECT SUCH ROUNDED AMOUNTS.
2.7
Fees.
(A)
THE BORROWERS JOINTLY AND SEVERALLY AGREE
TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER, ON EACH
MARCH 31, JUNE 30, SEPTEMBER 30 AND DECEMBER 31, A COMMITMENT FEE (THE
"COMMITMENT FEE") AT A RATE PER ANNUM EQUAL TO THE COMMITMENT FEE RATE IN EFFECT
FROM TIME TO TIME ON THE AVERAGE DAILY AMOUNT OF THE UNUSED COMMITMENTS DURING
THE PRECEDING FISCAL QUARTER (OR SHORTER PERIOD COMMENCING ON THE DATE HEREOF OR
ENDING ON THE TERMINATION DATE).
ALL COMMITMENT FEES SHALL BE COMPUTED ON THE
BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED IN A YEAR OF 360 DAYS AND SHALL BE
PAID IN DOLLARS.
36
THE COMMITMENT FEES DUE TO EACH LENDER SHALL COMMENCE TO ACCRUE ON THE DATE
HEREOF AND SHALL CEASE TO ACCRUE ON THE TERMINATION DATE.
THE ADMINISTRATIVE
AGENT SHALL DISTRIBUTE THE COMMITMENT FEES AMONG THE LENDERS PRO RATA IN
ACCORDANCE WITH THEIR RESPECTIVE COMMITMENT PERCENTAGES.
(B)
THE BORROWERS JOINTLY AND SEVERALLY AGREE TO
PAY THE ADMINISTRATIVE AGENT, FOR ITS OWN ACCOUNT, ADMINISTRATIVE AND OTHER FEES
AT THE TIMES AND IN THE AMOUNTS SET FORTH IN THE FEE LETTER.
(C)
THE FOREGOING FEES SHALL BE PAID ON THE
DATES DUE, IN IMMEDIATELY AVAILABLE FUNDS, TO THE ADMINISTRATIVE AGENT FOR
DISTRIBUTION, IF AND AS APPROPRIATE, AMONG THE LENDERS.
ONCE PAID, NONE OF THE
FOREGOING FEES SHALL BE REFUNDABLE UNDER ANY CIRCUMSTANCES.
2.8
Letter of Credit Subfacility.
(A)
THE BORROWERS MAY REQUEST THE ISSUANCE OF A
LETTER OF CREDIT BY DELIVERING TO THE ADMINISTRATIVE AGENT AND THE APPLICABLE
ISSUING LENDER A COMPLETED APPLICATION AND AGREEMENT FOR LETTERS OF CREDIT IN
SUCH FORM AND WITH SUCH OTHER CERTIFICATES, DOCUMENTS AND INFORMATION AS SUCH
ISSUING LENDER