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.
7
(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.
(vii)
Outstanding Letters of Credit.
The Letters of Credit outstanding
on the Closing Date and listed on Schedule 1.1(d) hereto (the "Existing Letters
of Credit") were issued pursuant to the Existing Credit Agreement and were the
only letters of credit issued under the Existing Credit Agreement which were
outstanding as of the Closing Date.
Borrower, Issuer and each of the Lenders
hereby agree with respect to the Existing Letters of Credit that such Existing
Letters of Credit, for all purposes under this Agreement, including, without
limitation, Sections 1.1(d)(i), (d)(ii) and (d)(v), shall be deemed to be
Letters of Credit governed by the terms and conditions of this Agreement and for
purposes of Section 1.3(c) hereof.
(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"):
Bank:
Chevy Chase Bank
ABA No.:
255071981
Bank Address:
6200 Chevy Chase Drive
Laurel, MD 20707
Account No.:
500-431622-8
Reference:
To the account of Transaction Network Services, 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 (OR IN
THE CASE OF THE SWING LINE LOAN, FOR THE BENEFIT OF THE SWING LINE 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