THE DATE
OTHERWISE REQUIRED ABOVE (INCLUDING, WITHOUT LIMITATION, AS A RESULT OF THE
COMMENCEMENT OF A PROCEEDING UNDER THE BANKRUPTCY CODE WITH RESPECT TO THE
BORROWER), THEN EACH SUCH LENDER HEREBY AGREES THAT IT SHALL FORTHWITH FUND (AS
OF THE DATE THE MANDATORY BORROWING WOULD OTHERWISE HAVE OCCURRED, BUT ADJUSTED
FOR ANY PAYMENTS RECEIVED FROM THE BORROWER ON OR AFTER SUCH DATE AND PRIOR TO
SUCH PURCHASE) ITS PARTICIPATION INTERESTS IN THE OUTSTANDING LOC OBLIGATIONS;
PROVIDED, FURTHER, THAT IN THE EVENT ANY LENDER SHALL FAIL TO FUND ITS
PARTICIPATION INTEREST ON THE DAY THE MANDATORY BORROWING WOULD OTHERWISE HAVE
OCCURRED, THEN THE AMOUNT OF SUCH LENDER'S UNFUNDED PARTICIPATION INTEREST
THEREIN SHALL BEAR INTEREST PAYABLE TO THE ISSUING LENDER UPON DEMAND, AT THE
RATE EQUAL TO, IF PAID WITHIN TWO (2) BUSINESS DAYS OF SUCH DATE, THE FEDERAL
FUNDS EFFECTIVE RATE, AND THEREAFTER AT A RATE EQUAL TO THE ALTERNATE BASE RATE.
(F)
MODIFICATION, EXTENSION.
THE ISSUANCE OF ANY RENEWAL OR
EXTENSION TO ANY LETTER OF CREDIT OR ANY SUPPLEMENT, MODIFICATION OR AMENDMENT
IN THE NATURE OF A RENEWAL OR EXTENSION THEREOF, SHALL, FOR PURPOSES HEREOF, BE
TREATED IN ALL RESPECTS THE SAME AS THE ISSUANCE OF A NEW LETTER OF CREDIT
HEREUNDER.
(G)
UNIFORM CUSTOMS AND PRACTICES.
THE ISSUING LENDER SHALL HAVE THE
LETTERS OF CREDIT BE SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
CREDITS, AS PUBLISHED AS OF THE DATE OF ISSUE BY THE INTERNATIONAL CHAMBER OF
COMMERCE (THE "UCP"),
29
IN WHICH CASE THE UCP MAY BE INCORPORATED THEREIN AND DEEMED IN ALL RESPECTS TO
BE A PART THEREOF.
SECTION 2.4
FEES.
(A)
COMMITMENT FEE.
IN CONSIDERATION OF THE REVOLVING COMMITMENT, THE
BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE RATABLE BENEFIT OF
THE LENDERS (OTHER THAN ANY DEFAULTING LENDER) A COMMITMENT FEE (THE "COMMITMENT
FEE") IN AN AMOUNT EQUAL TO THE APPLICABLE PERCENTAGE PER ANNUM ON THE AVERAGE
DAILY UNUSED AMOUNT OF THE AGGREGATE REVOLVING COMMITMENTS OF SUCH LENDERS.
FOR
PURPOSES OF COMPUTING THE COMMITMENT FEE HEREUNDER, LOC OBLIGATIONS SHALL BE
CONSIDERED USAGE OF THE REVOLVING COMMITMENTS, BUT SWINGLINE LOANS SHALL NOT BE
CONSIDERED USAGE OF THE REVOLVING COMMITMENTS.
THE COMMITMENT FEE SHALL BE DUE
AND PAYABLE QUARTERLY IN ARREARS ON THE 15TH DAY FOLLOWING THE LAST DAY OF EACH
CALENDAR QUARTER FOR THE PRIOR CALENDAR QUARTER.
(B)
LETTER OF CREDIT FEES.
IN CONSIDERATION OF THE LOC COMMITMENTS,
THE BORROWER AGREES TO PAY TO THE ISSUING LENDER A FEE (THE "LETTER OF CREDIT
FEE") EQUAL TO THE APPLICABLE PERCENTAGE PER ANNUM ON THE AVERAGE DAILY MAXIMUM
AMOUNT AVAILABLE TO BE DRAWN UNDER EACH LETTER OF CREDIT FROM THE DATE OF
ISSUANCE TO THE DATE OF EXPIRATION.
IN ADDITION TO SUCH LETTER OF CREDIT FEE,
THE ISSUING LENDER MAY CHARGE, AND RETAIN FOR ITS OWN ACCOUNT WITHOUT SHARING BY
THE OTHER LENDERS, AN ADDITIONAL FACING FEE OF ONE-EIGHTH OF ONE PERCENT
(0.125%) PER ANNUM ON THE AVERAGE DAILY MAXIMUM AMOUNT AVAILABLE TO BE DRAWN
UNDER EACH SUCH LETTER OF CREDIT ISSUED BY IT.