REVOLVING CREDIT LOANS SUBJECT
TO A LIBOR PRICING OPTION, HOWEVER, ALL AMOUNTS PAYABLE HEREUNDER, INCLUDING THE
INTEREST RATE APPLICABLE TO ANY SUCH PORTION OF THE REVOLVING CREDIT LOANS AND
THE AMOUNTS PAYABLE UNDER SECTIONS 3.2.4 AND 3.5, WILL BE COMPUTED AS IF EACH
LENDER HAD ACTUALLY FUNDED SUCH LENDER'S PERCENTAGE INTEREST IN SUCH PORTION OF
THE REVOLVING CREDIT LOANS THROUGH THE PURCHASE OF DEPOSITS IN SUCH AMOUNT OF
THE TYPE BY WHICH THE LIBOR BASE RATE WAS DETERMINED, WITH A MATURITY THE SAME
AS THE APPLICABLE INTEREST PERIOD RELATING THERETO AND THROUGH THE
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TRANSFER OF SUCH DEPOSITS FROM AN OFFICE OF THE LENDER HAVING THE SAME LOCATION
AS THE APPLICABLE LIBOR OFFICE TO ONE OF SUCH LENDER'S OFFICES IN THE UNITED
STATES.
3.2.7
INTEREST RATE LIMITATION. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF AT ANY TIME THE APPLICABLE RATE TO ANY LOAN, TOGETHER WITH ALL
FEES, CHARGES AND OTHER AMOUNTS THAT ARE TREATED AS INTEREST ON SUCH LOAN UNDER
APPLICABLE LAW (COLLECTIVELY, THE "CHARGES"), SHALL EXCEED THE MAXIMUM LAWFUL
RATE (THE "MAXIMUM RATE") THAT MAY BE CONTRACTED FOR, CHARGED, TAKEN, RECEIVED
OR RESERVED BY A LENDER IN ACCORDANCE WITH APPLICABLE LAW, THE RATE OF INTEREST
PAYABLE IN RESPECT OF SUCH LOAN HEREUNDER, TOGETHER WITH ALL CHARGES PAYABLE IN
RESPECT THEREOF, SHALL BE LIMITED TO THE MAXIMUM RATE AND, TO THE EXTENT LAWFUL,
THE INTEREST AND CHARGES THAT WOULD HAVE BEEN PAYABLE IN RESPECT OF SUCH LOAN
BUT WERE NOT PAYABLE AS A RESULT OF THE OPERATION OF THIS SECTION SHALL BE
CUMULATED AND THE INTEREST AND CHARGES PAYABLE TO SUCH LENDER IN RESPECT OF
OTHER LOANS OR PERIODS SHALL BE INCREASED (BUT NOT ABOVE THE MAXIMUM RATE
THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER WITH INTEREST THEREON AT THE
FEDERAL FUNDS RATE TO THE DATE OF REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH
LENDER.
3.3
Fees.
3.3.1
UNUSED LINE FEE.
THE BORROWERS SHALL PAY THE AGENT FOR THE ACCOUNT
OF THE LENDERS IN ACCORDANCE WITH THE LENDERS' RESPECTIVE COMMITMENTS, IN
ARREARS ON THE LAST BANKING DAY OF EACH CALENDAR QUARTER, FOR THE PERIOD FROM
THE DATE OF THIS AGREEMENT TO THE FINAL MATURITY DATE, AN UNUSED LINE FEE EQUAL
TO THE UNUSED LINE PERCENTAGE OF THE AVERAGE AVAILABLE CREDIT, CALCULATED DAILY,
WITHOUT TAKING INTO CONSIDERATION ANY OUTSTANDING SWING LOAN, DURING SUCH
CALENDAR QUARTER OR PORTION THEREOF.
PAYMENT SHALL BE MADE BY AUTOMATIC
DEDUCTION FROM THE PARENT'S GENERAL ACCOUNT WITH THE AGENT, AND THE AGENT WILL
NOTIFY THE PARENT OF THE AMOUNT OF THE FEE.
3.3.2
LETTER OF CREDIT FEES.
THE BORROWERS SHALL PAY TO THE AGENT FOR
THE BENEFIT OF THE LENDERS A LETTER OF CREDIT ISSUANCE FEE (WHICH SHALL BE
NON-REFUNDABLE EVEN IF ANY LETTER OF CREDIT IS TERMINATED OR CANCELED BEFORE ITS
STATED EXPIRATION DATE) EQUAL TO THE FACE AMOUNT OF EACH STANDBY FINANCIAL OR
STANDBY PERFORMANCE LETTER OF CREDIT MULTIPLIED BY THE APPLICABLE LIBOR MARGIN
PER ANNUM APPLIED FOR A PERIOD EQUAL TO THE TERM OF SUCH LETTER OF CREDIT, WHICH
FEES SHALL BE PAYABLE QUARTERLY