CREDIT.
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.
L/C FEES SHALL BE (I) DUE AND PAYABLE ON THE FIRST BUSINESS DAY AFTER THE
END OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH
DATE TO OCCUR AFTER THE ISSUANCE OF SUCH LETTER OF CREDIT, ON THE L/C EXPIRATION
DATE AND THEREAFTER ON DEMAND AND (II) COMPUTED ON A QUARTERLY BASIS IN
ARREARS.
IF THERE IS ANY CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER, THE
DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER EACH STANDBY LETTER OF CREDIT SHALL BE
COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE SEPARATELY FOR EACH PERIOD DURING
SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, UPON THE REQUEST OF THE LENDER, WHILE ANY
EVENT OF DEFAULT EXISTS, ALL L/C FEES SHALL ACCRUE AT THE DEFAULT RATE.
(J)
PROCESSING CHARGES PAYABLE TO L/C ISSUER. BORROWER SHALL PAY
DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT THE CUSTOMARY ISSUANCE,
PRESENTATION, AMENDMENT AND OTHER PROCESSING FEES, AND OTHER STANDARD COSTS AND
CHARGES, OF THE L/C ISSUER RELATING TO LETTERS OF CREDIT AS FROM TIME TO TIME IN
EFFECT.
SUCH INDIVIDUAL 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 DOCUMENTS, 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 L/C ISSUER HEREUNDER FOR ANY AND ALL
27
DRAWINGS UNDER SUCH LETTER OF CREDIT.
BORROWER HEREBY ACKNOWLEDGES THAT THE
ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNT OF SUBSIDIARIES INURES TO THE
BENEFIT OF BORROWER, AND THAT BORROWER'S BUSINESS DERIVES SUBSTANTIAL BENEFITS
FROM THE BUSINESSES OF SUCH SUBSIDIARIES.
2.04
PREPAYMENTS.
(A)
BORROWER MAY, UPON NOTICE TO THE LENDER, AT ANY
TIME OR FROM TIME TO TIME VOLUNTARILY PREPAY COMMITTED LOANS IN WHOLE OR IN PART
WITHOUT PREMIUM OR PENALTY; PROVIDED THAT (I) SUCH NOTICE MUST BE RECEIVED BY
THE LENDER NOT LATER THAN 11:00 A.M. (A) THREE BUSINESS DAYS PRIOR TO ANY DATE
OF PREPAYMENT OF EURODOLLAR RATE LOANS AND (B) ON THE DATE OF PREPAYMENT OF BASE
RATE COMMITTED LOANS; (II) ANY PREPAYMENT OF EURODOLLAR RATE LOANS SHALL BE IN A
PRINCIPAL AMOUNT OF $1,000,000 OR A WHOLE MULTIPLE OF $250,000 IN EXCESS
THEREOF; AND (III) ANY PREPAYMENT OF BASE RATE COMMITTED 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