ANY LETTER OF CREDIT AGREEMENT, ANY LETTER OF
CREDIT OR ANY OTHER AGREEMENT OR INSTRUMENT RELATING THERETO (ALL OF THE
FOREGOING BEING, COLLECTIVELY, THE "L/C RELATED DOCUMENTS");
(II)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF
PAYMENT OF ANY LETTER OF CREDIT;
(III)
THE EXISTENCE OF ANY CLAIM, DEFENSE OR OTHER
RIGHT THAT ANY BORROWER MAY HAVE AT ANY TIME AGAINST ANY BENEFICIARY OR ANY
TRANSFEREE OF A LETTER OF CREDIT (OR ANY PERSONS FOR WHICH ANY SUCH BENEFICIARY
OR ANY SUCH TRANSFEREE MAY BE ACTING), ANY ISSUING BANK, THE AGENT, ANY LENDER
OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THE L/C RELATED DOCUMENTS OR ANY UNRELATED TRANSACTION;
(IV)
ANY STATEMENT OR ANY OTHER DOCUMENT PRESENTED
UNDER A LETTER OF CREDIT PROVING TO BE FORGED, FRAUDULENT OR INVALID IN ANY
RESPECT OR ANY STATEMENT THEREIN BEING UNTRUE OR INACCURATE IN ANY RESPECT;
(V)
PAYMENT BY ANY ISSUING BANK UNDER A LETTER
OF CREDIT AGAINST PRESENTATION OF A DRAFT OR CERTIFICATE THAT DOES NOT COMPLY
WITH THE TERMS OF SUCH LETTER OF CREDIT;
16
(VI)
ANY EXCHANGE, RELEASE OR NON-PERFECTION OF ANY
COLLATERAL, OR ANY RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT TO DEPARTURE
FROM ANY GUARANTEE, FOR ALL OR ANY OF THE OBLIGATIONS OF ANY BORROWER IN RESPECT
OF THE L/C RELATED DOCUMENTS; OR
(VII)
ANY OTHER CIRCUMSTANCE OR HAPPENING WHATSOEVER,
WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING THAT MIGHT, BUT FOR THE
PROVISIONS OF THIS SECTION, CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF THE
BORROWER'S OBLIGATIONS HEREUNDER.
2.5
INTEREST RATE ON COMMITTED ADVANCES.
EACH
BORROWER SHALL PAY INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF EACH OF ITS
COMMITTED ADVANCES FROM THE DATE OF SUCH COMMITTED ADVANCE UNTIL SUCH PRINCIPAL
AMOUNT IS PAID IN FULL, AT THE FOLLOWING RATES PER ANNUM:
(I)
DURING EACH PERIOD IN WHICH SUCH
COMMITTED ADVANCE IS A BASE RATE ADVANCE, AT A RATE PER ANNUM EQUAL AT ALL TIMES
TO THE BASE RATE IN EFFECT FROM TIME TO TIME PLUS THE APPLICABLE MARGIN PLUS THE
APPLICABLE UTILIZATION FEE, IF ANY, PAYABLE QUARTERLY IN ARREARS ON THE FIRST
DAY OF EACH JANUARY, APRIL, JULY AND OCTOBER AND ON THE TERMINATION DATE, AND
(II)
DURING EACH PERIOD IN WHICH SUCH COMMITTED
ADVANCE IS A EURODOLLAR RATE ADVANCE, AT A RATE PER ANNUM EQUAL AT ALL TIMES
DURING EACH RELEVANT INTEREST PERIOD FOR SUCH COMMITTED ADVANCE TO THE
EURODOLLAR RATE FOR SUCH INTEREST PERIOD PLUS THE APPLICABLE MARGIN PLUS THE
APPLICABLE UTILIZATION FEE, IF ANY, PAYABLE ON THE LAST DAY OF EACH SUCH
INTEREST PERIOD, AND IF SUCH INTEREST PERIOD HAS A DURATION OF MORE THAN THREE
MONTHS, QUARTERLY ON EACH DAY DURING SUCH INTEREST PERIOD THAT IS THREE MONTHS
FROM EITHER (A) THE FIRST DAY OF SUCH INTEREST PERIOD OR (B) THE LAST SUCH
INTEREST PAYMENT DATE AND ON THE DATE SUCH COMMITTED ADVANCE IS CONVERTED OR
PAID IN FULL;
provided that in the event and during the continuance of an Event of Default (x)
the Applicable