FEE (THE "LETTER OF CREDIT FEE") ON THE AGGREGATE DAILY STATED
AMOUNT OF THE OUTSTANDING LETTERS OF CREDIT AT THE RATE EQUAL TO THE APPLICABLE
MARGIN FOR REVOLVING CREDIT LOANS LIBOR BORROWINGS IN EFFECT FROM TIME TO TIME,
PROVIDED, THAT UPON THE IMPLEMENTATION OF THE DEFAULT RATE AND FOR SO LONG AS
THE SAME SHALL CONTINUE, THE LETTER OF CREDIT FEE SHALL BE INCREASED TO THE
DEFAULT RATE.
LETTER OF CREDIT FEES SHALL BE PAYABLE (A) QUARTERLY IN ARREARS
ON THE LAST BUSINESS DAY OF EACH FISCAL QUARTER OCCURRING DURING THE TERM OF
THIS AGREEMENT, AND (B) ON THE REVOLVING CREDIT TERMINATION DATE OR ANY OTHER
DATE ON WHICH THE REVOLVING CREDIT COMMITMENTS ARE TERMINATED.
THE BORROWER
SHALL PAY TO THE AGENT, FOR THE SOLE ACCOUNT OF THE ISSUING LENDER, A FRONTING
FEE OF 0.125% OF THE STATED AMOUNT ON ANY NEW OR EXTENDED LETTERS OF CREDIT,
PLUS SUCH CUSTOMARY ISSUANCE, PRESENTATION, AMENDMENT AND PROCESSING FEES AND
ALL STANDARD COSTS OR CHARGES OF THE ISSUING LENDER RELATING TO LETTERS OF
CREDIT, AS FROM TIME TO TIME IN EFFECT.
SUCH FEES AND COSTS AND CHARGES SHALL
BE DUE AND PAYABLE ON DEMAND AND SHALL BE NONREFUNDABLE.
2.02.10.
LETTERS OF CREDIT ISSUED FOR OTHER LOAN PARTIES OR
SUBSIDIARIES.
NOTWITHSTANDING THAT A LETTER OF CREDIT ISSUED OR OUTSTANDING
HEREUNDER IS IN SUPPORT OF ANY OBLIGATIONS OF, OR IS FOR THE ACCOUNT OF ANOTHER
LOAN PARTY OR A SUBSIDIARY OF THE BORROWER OR OF ANOTHER LOAN PARTY, THE
BORROWER SHALL BE OBLIGATED TO REIMBURSE THE ISSUING LENDER HEREUNDER FOR ANY
AND ALL DRAWINGS UNDER SUCH LETTER OF CREDIT.
THE BORROWER HEREBY ACKNOWLEDGES
THAT THE ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNTS OF OTHER LOAN PARTIES
AND SUBSIDIARIES OF THE BORROWER AND ANY OTHER LOAN PARTY INURES TO THE BENEFIT
OF THE BORROWER, AND THAT THE BORROWER'S BUSINESS DERIVES SUBSTANTIAL BENEFITS
FROM THE BUSINESSES OF SUCH OTHER LOAN PARTIES AND SUBSIDIARIES.
2.02.11.
INCREASED COSTS.
TO THE EXTENT THAT AFTER THE CLOSING DATE ANY
GOVERNMENTAL AUTHORITY IMPOSES ANY CONDITION OR REQUIREMENT UPON THE ISSUING
LENDER REGARDING THE LETTERS OF CREDIT AND IF THE RESULT OF SUCH CONDITION OR
REQUIREMENT IS TO DIRECTLY OR INDIRECTLY INCREASE THE COST TO THE ISSUING LENDER
OF ISSUING OR MAINTAINING ANY LETTER OF CREDIT, OR TO REDUCE THE EFFECTIVE YIELD
TO THE ISSUING LENDER OF THE AMOUNT RECEIVABLE IN RESPECT THEREOF, THEN THE
ISSUING LENDER MAY ANY TIME AFTER THE ADDITIONAL COST IS INCURRED OR THE YIELD
OF THE AMOUNT RECEIVABLE IS REDUCED, NOTIFY THE BORROWER AND
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THE AGENT, AND THE BORROWER SHALL PAY WITHIN TEN (10) BUSINESS DAYS AFTER DEMAND
SUCH AMOUNTS AS THE ISSUING LENDER MAY SPECIFY TO BE NECESSARY TO COMPENSATE THE
ISSUING LENDER FOR SUCH ADDITIONAL COST OR REDUCED RECEIPT, TOGETHER WITH
INTEREST ON SUCH AMOUNT FROM THE DATE OF THE NOTICE OF SUCH EVENT WHICH RESULTS
IN SUCH INCREASED COST OR REDUCTION IN AMOUNT RECEIVABLE UNTIL PAYMENT IN FULL
THEREOF AT A RATE EQUAL AT ALL TIMES TO THE ADJUSTED BASE RATE APPLICABLE