APPLICABLE RATE SEPARATELY FOR EACH PERIOD DURING
SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, UPON THE REQUEST OF THE REQUIRED LENDERS,
WHILE ANY EVENT OF DEFAULT EXISTS, ALL LETTER OF CREDIT FEES SHALL ACCRUE AT THE
DEFAULT RATE.
(J)
FRONTING FEE AND DOCUMENTARY AND
PROCESSING CHARGES PAYABLE TO L/C ISSUER.
THE BORROWER SHALL PAY DIRECTLY TO
THE L/C ISSUER FOR ITS OWN ACCOUNT A FRONTING FEE WITH RESPECT TO EACH STANDBY
LETTER OF CREDIT, AT THE RATE PER ANNUM SPECIFIED IN THE FEE LETTERS, COMPUTED
ON THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF
36
CREDIT ON A QUARTERLY BASIS IN ARREARS, AND DUE AND PAYABLE ON THE FIRST
BUSINESS DAY AFTER THE END OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER,
COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE ISSUANCE OF SUCH LETTER
OF CREDIT, ON THE LETTER OF CREDIT EXPIRATION DATE AND THEREAFTER WITHIN FIVE
BUSINESS DAYS OF DEMAND THEREFOR.
FOR PURPOSES OF COMPUTING THE DAILY AMOUNT
AVAILABLE TO BE DRAWN UNDER ANY LETTER OF CREDIT, THE AMOUNT OF SUCH LETTER OF
CREDIT SHALL BE DETERMINED IN ACCORDANCE WITH SECTION 1.06.
IN ADDITION, THE
BORROWER SHALL PAY DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT SUCH CUSTOMARY
ISSUANCE, PRESENTATION, AMENDMENT AND OTHER PROCESSING FEES, AND OTHER STANDARD
COSTS AND CHARGES, OF THE L/C ISSUER RELATING TO LETTERS OF CREDIT AS FROM TIME
TO TIME IN EFFECT.
SUCH CUSTOMARY FEES AND STANDARD COSTS AND CHARGES ARE DUE
AND PAYABLE WITHIN TEN BUSINESS DAYS OF RECEIPT OF A REASONABLY DETAILED WRITTEN
INVOICE THEREFOR AND ARE NONREFUNDABLE.
(K)
CONFLICT WITH ISSUER DOCUMENTS.
IN THE
EVENT OF ANY CONFLICT BETWEEN THE TERMS HEREOF AND THE TERMS OF ANY ISSUER
DOCUMENT, THE TERMS HEREOF SHALL CONTROL.
(L)
LETTERS OF CREDIT ISSUED FOR
SUBSIDIARIES.
NOTWITHSTANDING THAT A LETTER OF CREDIT ISSUED OR OUTSTANDING
HEREUNDER IS IN SUPPORT OF ANY OBLIGATIONS OF, OR IS FOR THE ACCOUNT OF, A
SUBSIDIARY OF THE BORROWER, THE BORROWER SHALL BE OBLIGATED TO REIMBURSE THE L/C
ISSUER HEREUNDER FOR ANY AND ALL DRAWINGS UNDER SUCH LETTER OF CREDIT.
THE
BORROWER HEREBY ACKNOWLEDGES THAT THE ISSUANCE OF LETTERS OF CREDIT FOR THE
ACCOUNT OF SUBSIDIARIES INURES TO THE BENEFIT OF THE BORROWER, AND THAT THE
BORROWER'S BUSINESS DERIVES SUBSTANTIAL BENEFITS FROM THE BUSINESSES OF SUCH
SUBSIDIARIES.
2.04
PREPAYMENTS.
(A)
VOLUNTARY PREPAYMENTS.
THE BORROWER MAY,
UPON NOTICE TO THE ADMINISTRATIVE AGENT, AT ANY TIME OR FROM TIME TO TIME
VOLUNTARILY PREPAY COMMITTED LOANS IN WHOLE OR IN PART WITHOUT PREMIUM OR
PENALTY; PROVIDED THAT (I) SUCH NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE
AGENT NOT LATER THAN 11:00 A.M. (A) THREE BUSINESS DAYS PRIOR TO ANY DATE OF
PREPAYMENT OF EURODOLLAR RATE LOANS AND (B) ON THE DATE OF PREPAYMENT OF BASE
RATE COMMITTED LOANS; (II) ANY PREPAYMENT OF EURODOLLAR RATE LOANS SHALL BE IN A
PRINCIPAL AMOUNT OF $1,000,000 OR A WHOLE MULTIPLE OF $500,000 IN EXCESS
THEREOF; AND (III) ANY PREPAYMENT OF BASE RATE