Letter of Credit.
2.13
Applications.
To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 2, the provisions of this Section 2 shall apply.
2.14
COMMITMENT AND ADMINISTRATIVE FEES.
(A)
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH REVOLVING LENDER A COMMITMENT FEE FOR THE PERIOD FROM AND
INCLUDING THE CLOSING DATE TO THE TERMINATION DATE, COMPUTED AT THE COMMITMENT
FEE RATE ON THE AVERAGE DAILY AMOUNT OF THE AVAILABLE REVOLVING COMMITMENT OF
SUCH REVOLVING LENDER DURING THE PERIOD FOR WHICH PAYMENT IS MADE, PAYABLE
MONTHLY IN ARREARS ON THE FIRST BUSINESS DAY OF THE SUCCEEDING MONTH AND ON THE
TERMINATION DATE, COMMENCING ON THE FIRST OF SUCH DATES TO OCCUR AFTER THE DATE
HEREOF.
(B)
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT AND
CITIGROUP GLOBAL MARKETS INC. ("CGMI") THE FEES IN THE AMOUNTS, ON THE DATES AND
FOR THE ACCOUNT OF PERSONS AGREED TO IN WRITING BY THE BORROWER AND THE
ADMINISTRATIVE AGENT OR CGMI.
SECTION 3
GENERAL PROVISIONS APPLICABLE TO LOANS
3.1
OPTIONAL PREPAYMENTS.
(A)
THE BORROWER MAY AT ANY TIME AND FROM TIME TO TIME PREPAY THE
LOANS, IN WHOLE OR IN PART, WITHOUT PREMIUM OR PENALTY, UPON IRREVOCABLE NOTICE
(WHICH MAY BE GIVEN BY TELEPHONE IF
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CONFIRMED PROMPTLY IN WRITING) DELIVERED TO THE ADMINISTRATIVE AGENT AT LEAST
ONE BUSINESS DAY PRIOR THERETO, WHICH NOTICE SHALL SPECIFY THE DATE AND AMOUNT
OF PREPAYMENT AND WHETHER THE PREPAYMENT IS OF EURODOLLAR LOANS OR ABR LOANS;
PROVIDED THAT IF A EURODOLLAR LOAN IS PREPAID ON ANY DAY OTHER THAN THE LAST DAY
OF THE INTEREST PERIOD APPLICABLE THERETO, THE BORROWER SHALL ALSO PAY ANY
AMOUNTS OWING PURSUANT TO SECTION 3.11.
UPON RECEIPT OF ANY SUCH NOTICE THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH RELEVANT LENDER THEREOF. IF ANY
SUCH NOTICE IS GIVEN, THE AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND
PAYABLE ON THE DATE SPECIFIED THEREIN, TOGETHER WITH ACCRUED INTEREST TO SUCH
DATE ON THE AMOUNT PREPAID.
PARTIAL PREPAYMENTS OF LOANS SHALL BE IN AN
AGGREGATE PRINCIPAL AMOUNT OF $10,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN
EXCESS THEREOF.
PREPAYMENTS MADE PURSUANT TO THIS SECTION SHALL BE APPLIED TO
PREPAY ANY OUTSTANDING TERM LOANS (RATABLY TO THE REMAINING SCHEDULED
INSTALLMENTS THEREOF) AND ANY OUTSTANDING REVOLVING LOANS (AND TO CASH
COLLATERALIZE OUTSTANDING L/C OBLIGATIONS FOLLOWING THE REPAYMENT OF ALL
OUTSTANDING REVOLVING LOANS) WITH A CORRESPONDING REDUCTION IN THE REVOLVING
COMMITMENTS, ON A PRO RATA BASIS, BASED UPON THE RESPECTIVE PRINCIPAL BALANCE OF
THE TERM LOANS AND THE AGGREGATE REVOLVING EXTENSIONS OF CREDIT THEN
OUTSTANDING.
(B)
AFTER THE EXIT FACILITIES CONVERSION DATE (IF ANY), THE BORROWER
MAY, BY GIVING THE ADMINISTRATIVE AGENT AT LEAST THREE BUSINESS DAYS' PRIOR
IRREVOCABLE NOTICE (WHICH MAY BE GIVEN BY TELEPHONE IF PROMPTLY CONFIRMED BY
WRITING, WHICH NOTICE THE ADMINISTRATIVE AGENT WILL PROMPTLY TRANSMIT TO EACH
APPLICABLE REVOLVING LENDER), AT ANY TIME AND FROM TIME TO TIME TERMINATE IN
WHOLE OR