EACH INSTANCE, SO LONG AS NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, THIS SECTION 2.11(B) SHALL NOT BE DEEMED
TO APPLY TO ANY PAYMENT BY BORROWERS SPECIFIED BY BORROWERS TO BE FOR THE
PAYMENT OF SPECIFIC OBLIGATIONS THEN DUE AND PAYABLE (OR PREPAYABLE) UNDER ANY
PROVISION OF THIS AGREEMENT.
(IV)
FOR PURPOSES OF THE FOREGOING, "PAID IN FULL"
MEANS PAYMENT OF ALL AMOUNTS OWING UNDER THE LOAN DOCUMENTS ACCORDING TO THE
TERMS THEREOF, INCLUDING LOAN FEES, SERVICE FEES, PROFESSIONAL FEES, INTEREST
(AND SPECIFICALLY INCLUDING INTEREST ACCRUED AFTER THE COMMENCEMENT OF ANY
INSOLVENCY PROCEEDING), DEFAULT INTEREST, INTEREST ON INTEREST, AND EXPENSE
REIMBURSEMENTS, WHETHER OR NOT ANY OF THE FOREGOING WOULD BE OR IS ALLOWED OR
DISALLOWED IN WHOLE OR IN PART IN ANY INSOLVENCY PROCEEDING.
(V)
IN THE EVENT OF A DIRECT CONFLICT BETWEEN
THE PRIORITY PROVISIONS OF THIS SECTION 2.11 AND OTHER PROVISIONS CONTAINED IN
ANY OTHER LOAN DOCUMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH
PRIORITY PROVISIONS IN SUCH DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO
THE FULLEST EXTENT POSSIBLE, TO BE IN CONCERT WITH EACH OTHER.
IN THE EVENT OF
ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE RESOLVED AS AFORESAID, THE
TERMS AND PROVISIONS OF THIS SECTION 2.11 SHALL CONTROL AND GOVERN.
2.12
Letter of Credit Fees: Rates, Payments, and
Calculations.
(A)
LETTER OF CREDIT FEE.
BORROWERS SHALL PAY
AGENT, FOR THE BENEFIT OF THE LENDER GROUP, A FEE EQUAL TO 0.75% PER ANNUM TIMES
THE AGGREGATE UNDRAWN AMOUNT OF ALL LETTERS OF CREDIT OUTSTANDING AS OF THE END
OF THE DAY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AT ALL
TIMES DURING WHICH SEASONAL ADVANCES ARE OUTSTANDING UNDER THE SEASONAL
OVERADVANCE FACILITY, THE LETTER OF CREDIT FEE PROVIDED IN SECTION 2.12(A)
HEREOF SHALL BE INCREASED BY ONE-QUARTER OF ONE PERCENT (.25%) PER ANNUM.
(B)
DEFAULT RATE.
UPON THE OCCURRENCE AND
DURING THE CONTINUATION OF AN EVENT OF DEFAULT, (I) ALL OBLIGATIONS (EXCEPT FOR
UNDRAWN LETTERS OF CREDIT) SHALL BEAR INTEREST ON THE DAILY BALANCE AT A PER
ANNUM RATE EQUAL TO 3.00% ABOVE THE REFERENCE RATE, AND (II) THE
18
LETTER OF CREDIT FEE PROVIDED IN SECTION 2.12(A) SHALL BE INCREASED TO 3.75% PER
ANNUM TIMES THE AGGREGATE UNDRAWN AMOUNT OF ALL OUTSTANDING LETTERS OF CREDIT;
PROVIDED, HOWEVER, THE FOREGOING ADJUSTMENTS ARE SUBJECT TO WAIVER BY THE
REQUIRED LENDERS.
(C)
PAYMENTS.
LETTER OF CREDIT FEES PAYABLE
HEREUNDER SHALL BE DUE AND PAYABLE, IN ARREARS, ON THE FIRST DAY OF EACH MONTH
DURING THE TERM HEREOF.
EACH BORROWER HEREBY AUTHORIZES AGENT, AT ITS OPTION,
WITHOUT PRIOR NOTICE TO SUCH BORROWER, TO REQUEST THE REVOLVING CREDIT AGENT TO
CAUSE LOANS UNDER THE REVOLVING CREDIT AGREEMENT BE MADE IN THE AMOUNT OF ALL
LETTER OF CREDIT FEES, THE FEES AND CHARGES PROVIDED FOR IN SECTION 2.12(A) (AS
AND WHEN ACCRUED OR INCURRED), AND ALL REIMBURSEMENT OBLIGATIONS OR OTHER
PAYMENTS DUE UNDER ANY LOAN DOCUMENT THE PROCEEDS OF SUCH LOAN TO BE PAID
DIRECTLY TO THE AGENT FOR THE ACCOUNT OF THE ISSUING BANK