LAWS APPLICABLE TO SUCH
TRANSACTION,
(II)
NO PURCHASER OR ASSIGNEE IN SUCH A
TRANSACTION SHALL THEREBY BECOME A "LENDER" FOR ANY PURPOSE UNDER THIS
AGREEMENT,
(III)
SUCH LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS COMMITMENT TO THE BORROWERS) SHALL
REMAIN UNCHANGED,
(IV)
SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO
THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, AND
(V)
THE BORROWERS, THE AGENT AND THE OTHER
LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
2.7
FEES.
TBC 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 PERCENTAGE 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 UNTIL 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
16
payment in respect of the Facility Fee was made (in the case of the payment made
on the Termination Date).
2.8
REDUCTION OF THE COMMITMENTS.
(A)
OPTIONAL REDUCTIONS.
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 PORTIONS OF
THE 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,
AND PROVIDED FURTHER THAT THE AGGREGATE AMOUNT OF THE COMMITMENTS SHALL NOT BE
REDUCED TO AN AMOUNT WHICH IS LESS THAN THE AGGREGATE PRINCIPAL AMOUNT OF THE
BID ADVANCES THEN OUTSTANDING.
(B)
MANDATORY REDUCTION.
AT THE CLOSE OF
BUSINESS ON THE TERMINATION DATE, THE AGGREGATE COMMITMENTS SHALL BE
AUTOMATICALLY AND PERMANENTLY REDUCED, ON A PRO RATA BASIS, BY AN AMOUNT EQUAL
TO THE AMOUNT BY WHICH THE AGGREGATE COMMITMENTS IMMEDIATELY PRIOR TO GIVING
EFFECT TO SUCH REDUCTION EXCEED THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE
COMMITTED ADVANCES THEN OUTSTANDING.
2.9
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