L/C; OR
(II)
ANY ACTION OR INACTION OF AN ISSUER ON ACCOUNT OF OR IN RESPECT
TO, ANY L/C.
(F)
THE BORROWERS SHALL REIMBURSE THE ISSUER FOR THE AMOUNT OF ANY HONORING OF
A DRAWING UNDER AN L/C ON THE SAME DAY ON WHICH SUCH HONORING TAKES PLACE. THE
BORROWERS AUTHORIZE THE ADMINISTRATIVE AGENT AND THE ISSUER TO CHARGE BORROWERS'
OPERATING ACCOUNT FOR SUCH PURPOSE.
IN THE EVENT THE FUNDS IN THE OPERATING
ACCOUNT ARE NOT SUFFICIENT, THE ADMINISTRATIVE AGENT OR LENDERS, WITHOUT THE
REQUEST OF THE LEAD BORROWER, MAY ADVANCE UNDER THE REVOLVING CREDIT (AND CHARGE
TO THE LOAN ACCOUNT) THE AMOUNT OF ANY HONORING OF ANY L/C AND OTHER AMOUNT FOR
WHICH THE BORROWERS, THE LENDERS, THE AGENT, OR THE ISSUER BECOMES OBLIGATED ON
ACCOUNT OF, OR IN RESPECT TO, ANY L/C.
SUCH ADVANCE SHALL BE MADE WHETHER OR
NOT A
51
Suspension Event exists or such advance would result in an Overloan.
Such
action shall not constitute a waiver of the Administrative Agent's rights under
Section 2.10(b) hereof.
2.19
FEES FOR L/C'S.
(A)
THE BORROWERS SHALL PAY TO THE ADMINISTRATIVE AGENT A FEE, FOR THE BENEFIT
OF THE LENDERS, ON ACCOUNT OF EACH L/C PROCURED BY THE ADMINISTRATIVE AGENT,
QUARTERLY IN ARREARS, AND ON THE TERMINATION DATE AND ON THE END DATE, EQUAL TO
THE FOLLOWING:
(I)
FOR STANDBY L/C'S:
(A) FOR THE FIRST $8,500,000 OF THE STATED
AMOUNT OF SUCH STANDBY L/CS, THE APPLICABLE INDEX MARGIN LESS ONE-HALF OF ONE
PERCENT (0.50%) PER ANNUM, OF THE STATED AMOUNT OF SUCH STANDBY L/CS, AND (B)
FOR THE EXCESS, IF ANY, OVER $8,500,000, THE APPLICABLE INDEX MARGIN, OF THE
STATED AMOUNT OF SUCH STANDBY L/CS, IN EACH CASE PAYABLE ON THE STATED AMOUNT OF
EACH OUTSTANDING STANDBY L/C QUARTERLY IN ARREARS ON THE FIRST DAY OF EACH
FISCAL QUARTER.
(II)
FOR DOCUMENTARY L/C'S:
THE APPLICABLE INDEX MARGIN LESS ONE-HALF
OF ONE PERCENT (0.50%) PER ANNUM, PAYABLE ON THE WEIGHTED AVERAGE OF THE STATED
AMOUNT OF SUCH DOCUMENTARY L/C OUTSTANDING AT ANY TIME DURING THE PERIOD SINCE
THE THEN MOST RECENT PAYMENT OF SUCH FEE, PAYABLE QUARTERLY IN ARREARS, ON THE
FIRST DAY OF EACH FISCAL QUARTER, AND ON THE END DATE.
(III)
NOTWITHSTANDING SUBSECTIONS (I) AND (II), ABOVE, FOLLOWING THE
OCCURRENCE OF ANY EVENT OF DEFAULT (AND WHETHER OR NOT THE ADMINISTRATIVE AGENT
EXERCISES THE ADMINISTRATIVE AGENT'S RIGHTS ON ACCOUNT THEREOF), THE ABOVE FEES,
AT THE OPTION OF THE ADMINISTRATIVE AGENT, SHALL BE TWO PERCENT (2.00%) PER
ANNUM ABOVE THE APPLICABLE RATES ABOVE.
(B)
IN ADDITION TO THE FEE TO BE PAID AS PROVIDED IN SECTION 2.19(A), ABOVE,
THE BORROWERS SHALL PAY TO THE ADMINISTRATIVE AGENT (OR TO THE ISSUER, IF SO
REQUESTED BY ADMINISTRATIVE AGENT), ON DEMAND, ALL ISSUANCE, PROCESSING,
NEGOTIATION, AMENDMENT, AND ADMINISTRATIVE FEES AND OTHER AMOUNTS CHARGED BY THE
ISSUER ON ACCOUNT OF, OR IN RESPECT TO, ANY L/C.
(C)
IF ANY CHANGE IN ANY LAW, EXECUTIVE ORDER OR REGULATION, OR ANY DIRECTIVE
OF ANY ADMINISTRATIVE OR GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE