TO MAKE THE LOANS REFERRED TO IN
SECTION 3.4(B) AND TO PURCHASE PARTICIPATING INTERESTS PURSUANT TO
SECTION 3.4(C) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY
ANY CIRCUMSTANCE, INCLUDING (I) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR
OTHER RIGHT THAT SUCH DOLLAR REVOLVING LENDER OR THE BORROWER MAY HAVE AGAINST
THE SWINGLINE LENDER, THE BORROWER OR ANY OTHER PERSON FOR ANY REASON
WHATSOEVER; (II) THE OCCURRENCE OR CONTINUANCE OF A DEFAULT OR AN EVENT OF
DEFAULT OR THE FAILURE TO SATISFY ANY OF THE OTHER CONDITIONS SPECIFIED IN
SECTION 6; (III) ANY ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHERWISE) OF
THE BORROWER; (IV) ANY BREACH OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY
THE BORROWER, ANY OTHER LOAN PARTY OR ANY OTHER REVOLVING LENDER; OR (V) ANY
OTHER CIRCUMSTANCE, HAPPENING OR EVENT WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY
OF THE FOREGOING.
3.5
COMMITMENT FEES, ETC.
(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 EFFECTIVE DATE TO THE LAST DAY OF THE
REVOLVING COMMITMENT PERIOD, COMPUTED AT THE COMMITMENT FEE RATE ON THE AVERAGE
DAILY AMOUNT OF THE AVAILABLE REVOLVING COMMITMENT OF SUCH LENDER UNDER EACH
REVOLVING FACILITY DURING THE PERIOD FOR WHICH PAYMENT IS MADE, PAYABLE
QUARTERLY IN ARREARS ON EACH FEE PAYMENT DATE, COMMENCING ON THE FIRST OF SUCH
DATES TO OCCUR AFTER THE DATE HEREOF.
(B)
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT THE FEES IN THE
AMOUNTS AND ON THE DATES PREVIOUSLY AGREED TO IN WRITING BY THE BORROWER AND THE
ADMINISTRATIVE AGENT.
3.6
TERMINATION OR REDUCTION OF REVOLVING COMMITMENTS.
THE BORROWER SHALL HAVE
THE RIGHT, UPON NOT LESS THAN THREE BUSINESS DAYS' NOTICE TO THE ADMINISTRATIVE
AGENT, TO TERMINATE THE REVOLVING COMMITMENTS UNDER EITHER REVOLVING FACILITY
OR, FROM TIME TO TIME, TO REDUCE THE AMOUNT OF THE REVOLVING COMMITMENTS UNDER
EITHER REVOLVING FACILITY; PROVIDED THAT NO SUCH TERMINATION OR REDUCTION OF
REVOLVING COMMITMENTS UNDER EITHER REVOLVING FACILITY SHALL BE PERMITTED IF,
AFTER GIVING EFFECT THERETO AND TO ANY PREPAYMENTS OF THE REVOLVING LOANS OR
SWINGLINE LOANS MADE ON THE EFFECTIVE DATE THEREOF, THE TOTAL REVOLVING
EXTENSIONS OF CREDIT UNDER SUCH REVOLVING FACILITY WOULD EXCEED THE TOTAL
REVOLVING COMMITMENTS UNDER SUCH REVOLVING FACILITY.
ANY SUCH REDUCTION SHALL
BE IN AN AMOUNT EQUAL TO $1,000,000, OR A WHOLE MULTIPLE THEREOF, AND SHALL
REDUCE PERMANENTLY THE REVOLVING COMMITMENTS UNDER THE RELEVANT REVOLVING
FACILITY THEN IN EFFECT.
3.7
L/C COMMITMENT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, EACH
ISSUING LENDER (IN RELIANCE ON THE AGREEMENTS SET FORTH IN SECTION 3.10(A) OF
THE REVOLVING LENDERS UNDER THE RELEVANT REVOLVING FACILITY), AGREES TO ISSUE
LETTERS OF CREDIT UNDER THE DOLLAR REVOLVING FACILITY ("DOLLAR LETTERS OF
CREDIT") AND LETTERS OF CREDIT UNDER THE MULTICURRENCY REVOLVING FACILITY
("MULTICURRENCY LETTERS OF CREDIT"), IN EACH CASE FOR THE ACCOUNT OF THE
BORROWER ON ANY BUSINESS DAY DURING THE REVOLVING COMMITMENT PERIOD IN SUCH FORM
AS MAY BE APPROVED FROM