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)
BORROWERS SHALL PAY TO AGENT, FOR THE BENEFIT OF LENDERS
(IN ACCORDANCE WITH THE TERMS OF THE ARRANGEMENTS BETWEEN AGENT AND EACH
LENDER), THE AMOUNT OF $240,000 AS A CLOSING FEE, WHICH FEE IS FULLY EARNED AS
OF AND PAYABLE ON THE DATE HEREOF.
(B)
BORROWERS SHALL PAY TO AGENT, FOR THE ACCOUNT OF LENDERS,
MONTHLY AN UNUSED LINE FEE AT A RATE EQUAL TO THREE HUNDRED SEVENTY-FIVE ONE
THOUSANDTHS (.375%) PERCENT PER ANNUM CALCULATED UPON THE AMOUNT BY WHICH THE
MAXIMUM CREDIT EXCEEDS THE AVERAGE DAILY PRINCIPAL BALANCE OF THE OUTSTANDING
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
43
ANY OF THE OBLIGATIONS ARE OUTSTANDING, WHICH FEE SHALL BE PAYABLE ON THE FIRST
DAY OF EACH MONTH IN ARREARS.
(C)
BORROWERS AGREE TO PAY TO AGENT THE OTHER FEES AND
AMOUNTS SET FORTH IN THE FEE LETTER IN THE AMOUNTS AND AT THE TIMES SPECIFIED
THEREIN.
3.3
CHANGES IN LAWS AND INCREASED COSTS OF LOANS.
(A)
SUBJECT TO SECTION 6.5 HEREOF, 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"), WHICH FUNDING BANK IS
A COMMERCIAL BANK OR OTHER FINANCIAL INSTITUTION HAVING COMBINED CAPITAL AND
SURPLUS AND UNDIVIDED PROFITS OF NOT LESS THAN $500,000,000 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 DESCRIBED BELOW, OR A FUNDING BANK OR ANY
LENDER COMPLIES WITH ANY REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY
(WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH AUTHORITY, CENTRAL BANK OR
COMPARABLE AGENCY, AND IN THE CASE OF ANY EVENT SET FORTH IN THIS CLAUSE (III),
SUCH ADOPTION, CHANGE OR COMPLIANCE HAS OR WOULD HAVE THE DIRECT OR INDIRECT
EFFECT OF REDUCING THE RATE OF RETURN ON ANY LENDER'S CAPITAL AS A CONSEQUENCE
OF ITS OBLIGATIONS HEREUNDER TO A LEVEL BELOW THAT WHICH LENDER COULD HAVE
ACHIEVED BUT FOR SUCH ADOPTION, CHANGE OR COMPLIANCE (TAKING INTO CONSIDERATION
THE FUNDING BANK'S OR LENDER'S POLICIES WITH RESPECT TO CAPITAL ADEQUACY) BY AN
AMOUNT REASONABLY DEEMED BY SUCH LENDER TO BE MATERIAL, AND THE RESULT OF ANY OF
THE FOREGOING EVENTS DESCRIBED IN CLAUSES (I), (II) OR (III)