PURSUANT TO ANY OF THE FOREGOING.
(D)
INTEREST SHALL BE PAYABLE BY BORROWERS TO AGENT, FOR THE ACCOUNT
OF LENDERS, MONTHLY IN ARREARS NOT LATER THAN THE FIRST DAY OF EACH CALENDAR
MONTH AND SHALL BE CALCULATED ON THE BASIS OF A THREE HUNDRED SIXTY (360) DAY
YEAR AND ACTUAL DAYS ELAPSED. THE INTEREST RATE ON NON-CONTINGENT OBLIGATIONS
(OTHER THAN EURODOLLAR RATE LOANS) SHALL INCREASE OR DECREASE BY AN AMOUNT EQUAL
TO EACH INCREASE OR DECREASE IN THE PRIME RATE EFFECTIVE ON THE FIRST DAY OF THE
MONTH AFTER ANY CHANGE IN SUCH PRIME RATE IS ANNOUNCED BASED ON THE PRIME RATE
IN EFFECT ON THE LAST DAY OF THE MONTH IN WHICH ANY SUCH CHANGE OCCURS. IN NO
EVENT SHALL CHARGES CONSTITUTING INTEREST PAYABLE BY BORROWERS TO AGENT AND
LENDERS EXCEED THE MAXIMUM AMOUNT OR THE RATE PERMITTED UNDER ANY APPLICABLE LAW
OR REGULATION, AND IF ANY SUCH PART OR PROVISION OF THIS AGREEMENT IS IN
CONTRAVENTION OF ANY SUCH LAW OR REGULATION, SUCH PART OR PROVISION SHALL BE
DEEMED AMENDED TO CONFORM THERETO.
3.2
FEES.
(A)
UNUSED LINE FEE. BORROWERS SHALL PAY TO AGENT, FOR THE PRO RATA
SHARE OF EACH REVOLVING LOAN LENDER, MONTHLY AN UNUSED LINE FEE AT A RATE EQUAL
TO ONE-FIFTH PERCENT (0.20%) PER ANNUM IN AGGREGATE OF THE DIFFERENCE BETWEEN
(I) THE AVERAGE DAILY PRINCIPAL BALANCE OF THE OUTSTANDING REVOLVING LOANS AND
LETTER OF CREDIT ACCOMMODATIONS DURING THE IMMEDIATELY PRECEDING MONTH (OR PART
THEREOF) WHILE THIS AGREEMENT IS IN EFFECT AND FOR SO LONG THEREAFTER AS ANY OF
THE OBLIGATIONS ARE OUTSTANDING AND (II) THE LESSER OF: (A) $80,000,000, OR (B)
THE REVOLVING LOAN LIMIT (THE "UNUSED LINE FEE"), WHICH FEE SHALL BE PAYABLE ON
THE FIRST DAY OF EACH MONTH IN ARREARS
(B)
SERVICING FEE. BORROWERS SHALL PAY TO AGENT, FOR ITS OWN ACCOUNT,
A SERVICING FEE IN THE AMOUNT OF $7,500 PER MONTH, WHICH FEE WILL BE CHARGED AND
FULLY EARNED WHEN DUE, PAYABLE MONTHLY, ON THE FIRST DAY OF EACH MONTH, IN
ADVANCE, AND NON-REFUNDABLE WHEN PAID; PROVIDED, HOWEVER, THAT UPON THE
OCCURRENCE AND DURING AN AVAILABILITY COMPLIANCE PERIOD, SUCH SERVICING FEE
SHALL BE INCREASED TO $10,000.
51
3.3
CHANGES IN LAWS AND INCREASED COSTS OF LOANS.
(A)
IF AFTER THE DATE HEREOF, EITHER (I) ANY CHANGE IN, OR IN THE
INTERPRETATION OF, ANY LAW OR REGULATION IS INTRODUCED, INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO RESERVE REQUIREMENTS, APPLICABLE TO ANY LENDER OR
ANY BANKING OR FINANCIAL INSTITUTION FROM WHOM ANY LENDER BORROWS FUNDS OR
OBTAINS CREDIT (A "FUNDING BANK"), OR (II) A FUNDING BANK OR ANY LENDER COMPLIES
WITH ANY FUTURE GUIDELINE OR REQUEST FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL
AUTHORITY OR (III) A FUNDING BANK OR ANY LENDER DETERMINES THAT THE ADOPTION OF
ANY APPLICABLE LAW, RULE OR REGULATION REGARDING CAPITAL ADEQUACY, OR ANY CHANGE
THEREIN, OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY
GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE
INTERPRETATION OR ADMINISTRATION THEREOF HAS OR WOULD HAVE THE EFFECT