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, 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 (I) THE UNDRAWN AMOUNT OF EACH
STANDBY LETTER OF CREDIT MULTIPLIED BY THE APPLICABLE LIBOR MARGIN PER ANNUM
APPLIED FOR A PERIOD EQUAL TO THE TERM OF SUCH LETTER OF CREDIT, AND (II) THE
FACE AMOUNT OF EACH DOCUMENTARY LETTER OF CREDIT MULTIPLIED BY 0.25% PER
30
ANNUM APPLIED FOR A PERIOD EQUAL TO THE TERM OF SUCH LETTER OF CREDIT, WHICH
FEES SHALL BE PAYABLE UPON ISSUANCE OF EACH LETTER OF CREDIT AND QUARTERLY IN
ARREARS THEREAFTER; PROVIDED, HOWEVER, THAT THE BORROWERS SHALL NOT BE REQUIRED
TO PAY THE INITIAL FEE DUE UPON ISSUANCE WITH RESPECT TO LETTERS OF CREDIT
ISSUED ON THE DATE HEREOF.
THE BORROWERS WILL PAY TO THE ISSUING BANK, FOR ITS
OWN ACCOUNT, FEES UPON THE OCCURRENCE OF CERTAIN ACTIVITY WITH RESPECT TO ANY
LETTER OF CREDIT, INCLUDING, WITHOUT LIMITATION, THE TRANSFER, CANCELLATION OR
AMENDMENT OF ANY LETTER OF CREDIT, DETERMINED IN ACCORDANCE WITH THE ISSUING
BANK'S STANDARD FEES AND CHARGES THEN IN EFFECT.
3.3.3
ADMINISTRATIVE FEES.
THE BORROWERS AGREE TO PAY TO
THE AGENT, FOR ITS OWN ACCOUNT, THE FEES IN ACCORDANCE WITH THE TERMS OF THE FEE
LETTER.