SHALL BE COMPUTED AND
MULTIPLIED BY THE 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.
38
(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 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 RESTRICTED
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 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 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