THE ISSUER'S
PREVAILING CHARGES FOR THAT TYPE OF TRANSACTION.
UPON AND AFTER THE OCCURRENCE
OF AN EVENT OF DEFAULT, AND DURING THE CONTINUATION THEREOF, AGENT MAY, AND AT
THE DIRECTION OF THE REQUIRED LENDERS AGENT SHALL, INCREASE THE LETTER OF CREDIT
AND GUARANTEE FEES BY TWO PERCENT (2.0%) PER ANNUM.
ALL LETTER OF CREDIT AND
GUARANTEE FEES PAYABLE HEREUNDER SHALL BE DEEMED EARNED IN FULL ON THE DATE WHEN
THE SAME ARE DUE AND PAYABLE HEREUNDER AND SHALL NOT BE SUBJECT TO REBATE OR
PRORATION UPON THE TERMINATION OF THIS AGREEMENT FOR ANY REASON.
(B)
ON DEMAND BY AGENT FOLLOWING THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, AND AT ALL TIMES ON AND AFTER
DECEMBER 15, 2010, BORROWER WILL CAUSE CASH TO BE DEPOSITED AND MAINTAINED IN AN
ACCOUNT WITH AGENT, AS CASH COLLATERAL, IN AN AMOUNT EQUAL TO ONE HUNDRED AND
FIVE PERCENT (105%) OF THE OUTSTANDING LETTERS OF CREDIT AND AIR
RELEASES/STEAMSHIP GUARANTEES, AND BORROWER HEREBY IRREVOCABLY AUTHORIZES AGENT,
IN ITS DISCRETION, ON BORROWER'S BEHALF AND IN BORROWER'S NAME, TO OPEN SUCH AN
ACCOUNT AND TO MAKE AND MAINTAIN DEPOSITS THEREIN, OR IN AN ACCOUNT OPENED BY
BORROWER, IN THE AMOUNTS REQUIRED TO BE MADE BY BORROWER, OUT OF THE PROCEEDS OF
RECEIVABLES OR OTHER COLLATERAL OR OUT OF ANY OTHER FUNDS OF BORROWER COMING
INTO ANY LENDER'S POSSESSION AT ANY TIME.
AGENT WILL INVEST SUCH CASH
COLLATERAL (LESS APPLICABLE RESERVES) IN SUCH SHORT-TERM MONEY-MARKET ITEMS AS
TO WHICH AGENT AND BORROWER MUTUALLY AGREE AND THE NET RETURN ON SUCH
INVESTMENTS SHALL BE CREDITED TO SUCH ACCOUNT AND CONSTITUTE ADDITIONAL CASH
COLLATERAL.
SUCH CASH COLLATERAL SHALL ONLY SECURE OBLIGATIONS RELATING TO
LETTERS OF CREDIT AND AIR RELEASES/STEAMSHIP GUARANTEES AND FEES, COSTS AND
EXPENSES OWED TO AGENT. BORROWER MAY NOT WITHDRAW AMOUNTS CREDITED TO ANY SUCH
ACCOUNT
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EXCEPT TO PAY OBLIGATIONS IN RESPECT OF LETTERS OF CREDIT AND AIR
RELEASES/STEAMSHIP GUARANTEES OR UPON PAYMENT AND PERFORMANCE IN FULL OF ALL
OBLIGATIONS AND TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT BORROWER
SHALL BE PERMITTED TO WITHDRAW FUNDS IN AN AMOUNT EQUAL TO ONE HUNDRED AND FIVE
PERCENT (105%) OF ANY LETTER OF CREDIT OR AIR RELEASE/STEAMSHIP GUARANTEE THAT
EXPIRES OR IS PAID IN FULL.
3.3.
Loan Fees.
(A)
FACILITY FEE.
IF, FOR ANY MONTH DURING THE
TERM, THE AVERAGE DAILY UNPAID BALANCE OF THE ADVANCES (INCLUDING THE AVERAGE
DAILY UNDRAWN AMOUNT OF LETTERS OF CREDIT AND AIR RELEASES/STEAMSHIP GUARANTEES)
FOR EACH DAY OF SUCH MONTH DOES NOT EQUAL (X) PRIOR TO DECEMBER 16, 2010,
$20,000,000, AND (Y) THEREAFTER, $25,000,000, THEN BORROWER SHALL PAY TO AGENT
FOR THE RATABLE BENEFIT OF LENDERS (IT BEING UNDERSTOOD AND AGREED THAT PRIOR TO
DECEMBER 16, 2010 ONLY HSBC SHALL BE ENTITLED TO RECEIVED THE FEE PAYABLE
HEREUNDER) A FEE AT A RATE EQUAL TO ONE-QUARTER OF ONE PERCENT (0.25%) PER ANNUM
ON THE AMOUNT BY WHICH THE APPLICABLE AMOUNT UNDER CLAUSE (X) OR (Y) ABOVE
EXCEEDS SUCH SUM OF THE AVERAGE DAILY UNPAID BALANCE AND AVERAGE DAILY UNDRAWN