SUCH AMOUNT OF THE TYPE BY WHICH THE LIBOR BASE RATE WAS DETERMINED, WITH A
MATURITY THE SAME AS THE APPLICABLE INTEREST PERIOD RELATING THERETO AND THROUGH
THE TRANSFER OF SUCH DEPOSITS FROM AN OFFICE OF THE LENDER HAVING THE SAME
LOCATION AS THE APPLICABLE LIBOR OFFICE TO ONE OF SUCH LENDER'S OFFICES IN THE
UNITED STATES.
3.2.7
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, IF AT ANY TIME THE APPLICABLE RATE APPLICABLE TO ANY
LOAN, TOGETHER WITH ALL FEES, CHARGES AND OTHER AMOUNTS THAT ARE TREATED AS
INTEREST ON SUCH LOAN UNDER APPLICABLE LAW (COLLECTIVELY, THE "CHARGES"), SHALL
EXCEED THE MAXIMUM LAWFUL RATE (THE "MAXIMUM RATE") THAT MAY BE CONTRACTED FOR,
CHARGED, TAKEN, RECEIVED OR RESERVED BY A LENDER IN ACCORDANCE WITH APPLICABLE
LAW, THE RATE OF INTEREST PAYABLE IN RESPECT OF SUCH LOAN HEREUNDER, TOGETHER
WITH ALL CHARGES PAYABLE IN RESPECT THEREOF, SHALL BE LIMITED TO THE MAXIMUM
RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE BEEN
PAYABLE IN RESPECT OF SUCH LOAN BUT WERE NOT PAYABLE AS A RESULT OF THE
OPERATION OF THIS SECTION 3.2 SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR PERIODS SHALL BE INCREASED
(BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER
WITH INTEREST THEREON AT THE FEDERAL FUNDS RATE TO THE DATE OF REPAYMENT, SHALL
HAVE BEEN RECEIVED BY SUCH LENDER.
3.3 Fees.
3.3.1
UNUSED LINE FEE.
THE BORROWERS SHALL PAY THE AGENT
FOR THE ACCOUNT OF THE LENDERS IN ACCORDANCE WITH THE LENDERS' RESPECTIVE
COMMITMENTS, IN ARREARS ON THE LAST BANKING DAY OF EACH CALENDAR QUARTER, FOR
THE PERIOD FROM THE DATE OF THIS AGREEMENT TO THE FINAL MATURITY DATE, AN UNUSED
LINE FEE EQUAL TO THE UNUSED LINE PERCENTAGE OF THE
41
AVERAGE AVAILABLE CREDIT, CALCULATED DAILY, WITHOUT TAKING INTO CONSIDERATION
ANY OUTSTANDING SWING LOAN, DURING SUCH CALENDAR QUARTER OR PORTION THEREOF.
PAYMENT MAY, IN THE AGENT'S DISCRETION, BE MADE BY AUTOMATIC DEDUCTION FROM THE
PARENT'S GENERAL ACCOUNT WITH THE AGENT (AND THE PARENT HEREBY EXPRESSLY
AUTHORIZES EACH SUCH AUTOMATIC DEDUCTION), AND THE AGENT WILL NOTIFY THE PARENT
OF THE AMOUNT OF THE FEE.
3.3.2
LETTER OF CREDIT FEES.
THE BORROWERS SHALL PAY TO
THE AGENT FOR THE BENEFIT OF THE LENDERS, IN ARREARS ON THE LAST BANKING DAY OF
EACH CALENDAR QUARTER, A LETTER OF CREDIT ISSUANCE FEE (WHICH SHALL BE
NON-REFUNDABLE EVEN IF ANY LETTER OF CREDIT IS TERMINATED OR CANCELED BEFORE ITS
STATED EXPIRATION DATE) EQUAL TO THE AVERAGE DAILY AMOUNT, DURING SUCH CALENDAR
QUARTER, OF THE AGGREGATE UNDRAWN AMOUNT OF ALL OUTSTANDING LETTERS OF CREDIT,
GIVING EFFECT TO ALL INCREASES AND DECREASES THEREOF PURSUANT TO THE TERMS OF
EACH SUCH LETTER OF CREDIT (THE "UNDRAWN AMOUNT"), MULTIPLIED BY THE APPLICABLE
LIBOR MARGIN PER ANNUM; PROVIDED, HOWEVER, THAT IF THE UNDRAWN AMOUNT OF A
LETTER OF CREDIT IS REDUCED DURING ANY QUARTER TO AN AMOUNT THAT EXCEEDS $0.00,
THE FEES PAYABLE FOR SUCH QUARTER SHALL