CREDIT, ON THE DATE WHICH IS 30 DAYS PRIOR TO THE REVOLVING LOAN
COMMITMENT TERMINATION DATE (OR, IF SUCH DAY IS NOT A BUSINESS DAY, THE NEXT
PRECEDING BUSINESS DAY) AND THEREAFTER ON DEMAND AND (B) COMPUTED ON A QUARTERLY
BASIS IN ARREARS.
IF THERE IS ANY CHANGE IN THE APPLICABLE LIBOR MARGIN FOR
REVOLVING LOANS DURING ANY QUARTER, THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER
EACH LETTER OF CREDIT SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE LIBOR
MARGIN FOR REVOLVING LOANS SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER THAT
SUCH LIBOR MARGIN FOR REVOLVING LOANS WAS IN EFFECT; AND
(III)
WITH RESPECT TO THE ISSUANCE, AMENDMENT OR TRANSFER OF EACH
LETTER OF CREDIT AND EACH PAYMENT OF A DRAWING MADE THEREUNDER (WITHOUT
DUPLICATION OF THE FEES PAYABLE UNDER CLAUSES (I) AND (II) ABOVE), THE
APPLICABLE ISSUING LENDER'S CUSTOMARY ISSUANCE, PRESENTATION, AMENDMENT AND
OTHER PROCESSING FEES, AND OTHER STANDARD COSTS AND CHARGES, OF SUCH ISSUING
LENDER RELATING TO LETTERS OF CREDIT AS FROM TIME TO TIME IN EFFECT, PAYABLE
DIRECTLY TO SUCH ISSUING LENDER FOR ITS OWN ACCOUNT IN ACCORDANCE WITH SUCH
ISSUING LENDER'S STANDARD SCHEDULE FOR SUCH CHARGES IN EFFECT AT THE TIME OF
SUCH ISSUANCE, AMENDMENT, TRANSFER OR PAYMENT, AS THE CASE MAY BE.
SUCH
INDIVIDUAL CUSTOMARY FEES AND STANDARD COSTS AND CHARGES ARE DUE AND PAYABLE ON
DEMAND AND ARE NONREFUNDABLE.
For purposes of calculating any fees payable under clauses (i) and (ii) of this
subsection 3.2, the daily amount available to be drawn under any Letter of
Credit shall be determined as of the close of business on any date of
determination.
3.3
DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID
UNDER LETTERS OF CREDIT.
A.
RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO DRAWINGS.
IN
DETERMINING WHETHER TO HONOR ANY DRAWING UNDER ANY LETTER OF CREDIT BY THE
BENEFICIARY THEREOF, THE ISSUING LENDER SHALL BE RESPONSIBLE ONLY TO EXAMINE THE
DOCUMENTS DELIVERED UNDER SUCH LETTER OF CREDIT WITH REASONABLE CARE SO AS TO
ASCERTAIN WHETHER THEY APPEAR ON THEIR FACE TO BE IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF SUCH LETTER OF CREDIT.
B.
REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER LETTERS OF CREDIT.
IN THE EVENT AN ISSUING LENDER HAS DETERMINED TO HONOR A DRAWING UNDER A LETTER
OF CREDIT ISSUED BY IT, SUCH ISSUING LENDER SHALL IMMEDIATELY NOTIFY COMPANY AND
ADMINISTRATIVE AGENT, AND
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COMPANY SHALL REIMBURSE SUCH ISSUING LENDER NOT LATER THAN 11:00 A.M. (NEW YORK
CITY TIME) ON THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DATE OF ANY PAYMENT BY
SUCH ISSUING LENDER UNDER A LETTER OF CREDIT (A "REIMBURSEMENT DATE") IN AN
AMOUNT IN DOLLARS AND IN SAME DAY FUNDS EQUAL TO THE AMOUNT OF SUCH PAYMENT;
PROVIDED THAT, ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, (I) UNLESS COMPANY SHALL HAVE NOTIFIED ADMINISTRATIVE AGENT AND
SUCH ISSUING LENDER PRIOR TO 1:00 P.M. (NEW YORK CITY TIME) ON THE APPLICABLE
REIMBURSEMENT DATE THAT COMPANY INTENDS TO REIMBURSE SUCH ISSUING LENDER FOR THE
AMOUNT OF SUCH PAYMENT WITH FUNDS OTHER