THE AGENT TO PROVIDE NOTICE TO THE LENDER OF ANY DRAWING UNDER ANY LETTER OF
CREDIT; (VI) THE OCCURRENCE OR CONTINUANCE OF ANY DEFAULT; OR (VII) ANY OTHER
REASON.
SECTION 3.10.4
LETTER OF CREDIT FEES.
WITH RESPECT TO EACH LETTER OF CREDIT,
THE BORROWERS SHALL PAY TO THE AGENT, FOR THE BENEFIT OF THE LENDERS IN
ACCORDANCE WITH THEIR RESPECTIVE WORKING CAPITAL FACILITY PERCENTAGES, A PER
ANNUM FEE EQUAL TO THE APPLICABLE MARGIN IN EFFECT FOR LIBOR RATE LOANS TIMES
THE UNDRAWN FACE AMOUNT OF SUCH LETTER OF CREDIT.
SUCH FEE SHALL BE CALCULATED
ON A DAILY BASIS AND SHALL BE PAYABLE BY THE BORROWERS MONTHLY IN ARREARS ON
EACH MONTHLY PAYMENT DATE AND ON THE MATURITY DATE.
IN ADDITION BORROWERS SHALL
PAY (I) THE AGENT, FOR THE RATABLE BENEFIT OF LENDERS, A FRONTING FEE EQUAL TO
.125% OF THE FACE AMOUNT OF EACH LETTER OF CREDIT,
AND (II) AGENT'S AND/OR THE
ISSUING BANK'S CUSTOMARY FEES WITH RESPECT TO ISSUANCE, AMENDMENT, RENEWAL OR
EXTENSION OF ANY LETTER OF CREDIT OR PROCESSING OF DRAWINGS THEREUNDER.
FROM
AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING THE CONTINUANCE
THEREOF, THE FEE PAYABLE PURSUANT TO THE FIRST SENTENCE HEREOF SHALL INCREASE TO
A PER ANNUM RATE EQUAL TO THE APPLICABLE MARGIN IN EFFECT FOR LIBOR RATE LOANS
PLUS TWO PERCENT (2.00%) TIMES THE UNDRAWN FACE AMOUNT OF EACH LETTER OF CREDIT,
PAYABLE ON DEMAND.
ALL FEES PAYABLE UNDER THIS SECTION 3.10.4 SHALL BE FULLY
EARNED AND NONREFUNDABLE ON THE DATE SUCH FEES ARE DUE.
SECTION 3.10.5
LIMITATION OF LIABILITY WITH RESPECT TO LETTERS OF CREDIT.
AS
AMONG THE BORROWERS, THE AGENT, THE ISSUING BANK AND LENDERS,
THE BORROWERS
ASSUME ALL RISKS OF THE ACTS AND OMISSIONS OF, OR MISUSE OF ANY LETTER OF CREDIT
BY, THE BENEFICIARIES OF SUCH LETTER OF CREDIT.
WITHOUT LIMITING THE FOREGOING,
NONE OF THE AGENT, ANY LENDER OR THE ISSUING BANK SHALL NOT BE RESPONSIBLE FOR:
(A) THE FORM, VALIDITY, SUFFICIENCY, ACCURACY, GENUINENESS OR LEGAL EFFECT OF
ANY DRAFT, DEMAND, APPLICATION OR OTHER DOCUMENTS SUBMITTED BY ANY PARTY IN
CONNECTION WITH ANY LETTER OF CREDIT EVEN IF SUCH DOCUMENT SHOULD IN FACT PROVE
TO BE IN ANY AND ALL RESPECTS INVALID, INSUFFICIENT, INACCURATE, FRAUDULENT OR
FORGED; (B) THE VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY INSTRUMENT
TRANSFERRING OR ASSIGNING OR PURPORTING TO TRANSFER OR ASSIGN A LETTER OF CREDIT
OR THE RIGHTS OR BENEFITS THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART,
WHICH MAY PROVE TO BE INVALID OR INEFFECTIVE FOR ANY REASON; (C) FAILURE OF THE
BENEFICIARY OF A LETTER OF CREDIT TO
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COMPLY FULLY WITH THE CONDITIONS REQUIRED IN ORDER TO DRAW UPON SUCH LETTER OF
CREDIT; (D) ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS IN TRANSMISSION OR
DELIVERY OF ANY MESSAGES BY MAIL, CABLE, TELEGRAPH, TELEX OR OTHERWISE, WHETHER
OR NOT THEY BE IN CIPHER; (E) ERRORS IN INTERPRETATIONS OF TECHNICAL TERMS;
(F) ANY LOSS OR DELAY IN THE TRANSMISSION OR OTHERWISE OF ANY DOCUMENT REQUIRED
TO MAKE A DRAWING UNDER ANY LETTER