AGREES TO PAY TO THE
AGENT FOR THE ACCOUNT OF EACH LENDER A FACILITY FEE ("FACILITY FEE") ON SUCH
LENDER'S COMMITMENT, WITHOUT REGARD TO USAGE.
THE FACILITY FEE SHALL BE PAYABLE
FOR THE PERIODS FROM THE DATE HEREOF IN THE CASE OF EACH LENDER NAMED IN
SCHEDULE I, AND FROM THE EFFECTIVE DATE ON WHICH ANY OTHER LENDER BECOMES PARTY
HERETO, UNTIL THE TERMINATION DATE (OR SUCH EARLIER DATE ON WHICH SUCH LENDER
CEASES TO BE A PARTY HERETO) AT THE RATE PER ANNUM EQUAL TO THE APPLICABLE
FACILITY FEE IN EFFECT FROM TIME TO TIME.
FACILITY FEES SHALL BE PAYABLE IN
ARREARS ON EACH JANUARY 1, APRIL 1, JULY 1 AND OCTOBER 1 DURING THE TERM OF THIS
AGREEMENT AND ON THE TERMINATION DATE.
THE AMOUNT OF THE FACILITY FEE PAYABLE
ON JANUARY 1, 2004 AND ON THE TERMINATION DATE SHALL BE PRORATED BASED ON THE
ACTUAL NUMBER OF DAYS ELAPSED EITHER SINCE THE DATE HEREOF (IN THE CASE OF THE
JANUARY 1, 2004 PAYMENT) OR SINCE THE DATE ON WHICH THE LAST PAYMENT IN RESPECT
OF THE FACILITY FEE WAS MADE (IN THE CASE OF THE PAYMENT MADE ON THE TERMINATION
DATE).
(B)
LETTER OF CREDIT COMMISSIONS.
(I)
EACH BORROWER SHALL PAY TO THE AGENT FOR
THE ACCOUNT OF EACH LENDER A COMMISSION ON SUCH LENDER'S RATABLE SHARE OF THE
AVERAGE DAILY AGGREGATE AVAILABLE AMOUNT OF ALL PERFORMANCE LETTERS OF CREDIT
AND ALL FINANCIAL LETTERS OF CREDIT ISSUED AT THE REQUEST OF SUCH BORROWER AND
OUTSTANDING FROM TIME TO TIME AT A RATE PER ANNUM EQUAL TO THE APPLICABLE LETTER
OF CREDIT COMMISSION IN EFFECT FROM TIME TO TIME DURING SUCH CALENDAR QUARTER,
PAYABLE IN ARREARS QUARTERLY EACH JANUARY 1, APRIL 1, JULY 1 AND OCTOBER 1
DURING THE TERM OF THIS AGREEMENT, AND ON AND AFTER THE TERMINATION DATE,
PAYABLE UPON DEMAND.
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(II)
EACH BORROWER SHALL PAY TO EACH ISSUING
BANK FOR ITS OWN ACCOUNT SUCH REASONABLE FEES AS MAY FROM TIME TO TIME BE AGREED
IN WRITING BETWEEN TBC AND SUCH ISSUING BANK.
2.9
REDUCTION OF THE COMMITMENTS.
TBC SHALL
HAVE THE RIGHT, UPON AT LEAST 3 BUSINESS DAYS' NOTICE TO THE AGENT, TO
PERMANENTLY TERMINATE IN WHOLE OR PERMANENTLY REDUCE RATABLY IN PART THE UNUSED
COMMITMENTS, PROVIDED THAT EACH PARTIAL REDUCTION SHALL BE IN A MINIMUM AMOUNT
OF $10,000,000 OR AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF.
2.10
ADDITIONAL INTEREST ON EURODOLLAR RATE COMMITTED
ADVANCES.
EACH BORROWER SHALL PAY TO EACH LENDER, SO LONG AS SUCH LENDER IS
REQUIRED UNDER REGULATIONS OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM TO MAINTAIN RESERVES WITH RESPECT TO LIABILITIES OR ASSETS CONSISTING OF
OR INCLUDING EUROCURRENCY LIABILITIES, ADDITIONAL INTEREST ON THE UNPAID
PRINCIPAL AMOUNT OF EACH EURODOLLAR RATE COMMITTED ADVANCE OF SUCH LENDER TO
SUCH BORROWER, FROM THE DATE OF SUCH COMMITTED ADVANCE UNTIL SUCH PRINCIPAL
AMOUNT IS PAID IN FULL, AT AN INTEREST RATE PER ANNUM FOR EACH INTEREST PERIOD
EQUAL TO THE REMAINDER OBTAINED BY SUBTRACTING (I) THE EURODOLLAR RATE FOR