THE FIRST PAYMENT), 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 ON DEMAND.
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, BORROWER
SHALL PAY DIRECTLY TO THE APPLICABLE L/C ISSUER FOR ITS OWN ACCOUNT THE
CUSTOMARY ISSUANCE, PRESENTATION, AMENDMENT AND OTHER PROCESSING FEES, AND OTHER
STANDARD COSTS AND CHARGES, OF THE APPLICABLE 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 ON DEMAND 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, BORROWER SHALL BE
OBLIGATED TO REIMBURSE THE APPLICABLE L/C ISSUER HEREUNDER FOR ANY AND ALL
DRAWINGS UNDER SUCH LETTER OF CREDIT.
BORROWER HEREBY ACKNOWLEDGES THAT THE
ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNT OF ANY OF ITS SUBSIDIARIES INURES
TO THE BENEFIT OF BORROWER, AND THAT BORROWER'S BUSINESS DERIVES SUBSTANTIAL
BENEFITS FROM THE BUSINESSES OF SUCH SUBSIDIARIES.
SECTION 2.04
PREPAYMENTS.
(A)
OPTIONAL.
SUBJECT TO THE LAST SENTENCE OF THIS SECTION 2.04(A),
BORROWER MAY, UPON NOTICE TO THE ADMINISTRATIVE AGENT, AT ANY TIME OR FROM TIME
TO TIME VOLUNTARILY PREPAY THE LOANS IN WHOLE OR IN PART WITHOUT PREMIUM OR
PENALTY; PROVIDED THAT (A) SUCH NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE
AGENT NOT LATER THAN 12:00 NOON (1) THREE BUSINESS DAYS PRIOR TO ANY DATE OF
PREPAYMENT OF EURODOLLAR RATE LOANS AND (2) ON THE DATE OF PREPAYMENT OF BASE
RATE LOANS; (B) 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
(C) ANY PREPAYMENT OF BASE RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF $500,000
OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF OR, IN EACH CASE, IF LESS, THE
ENTIRE PRINCIPAL AMOUNT THEREOF THEN OUTSTANDING.
EACH SUCH NOTICE SHALL
SPECIFY THE DATE AND AMOUNT OF SUCH PREPAYMENT AND THE TYPE(S) OF LOANS TO BE
PREPAID AND, IF EURODOLLAR RATE LOANS ARE TO BE PREPAID, THE INTEREST
PERIOD(S) OF SUCH LOANS.
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The Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender's ratable portion of such
prepayment (based on such Lender's Applicable Percentage).
If such notice is
given by Borrower, it shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by