IT MAY BE REDUCED FROM TIME TO TIME) AND (Y) THE
AVERAGE FOR THE PERIOD OF THE DAILY CLOSING BALANCES OF THE REVOLVING LOAN
(INCLUDING, WITHOUT DUPLICATION, SWING LINE LOANS) OUTSTANDING DURING THE PERIOD
FOR WHICH SUCH FEE IS DUE.
(C)
[RESERVED].
(D)
LETTER OF CREDIT FEE.
BORROWER AGREES TO
PAY TO AGENT FOR THE BENEFIT OF REVOLVING LENDERS, AS COMPENSATION TO SUCH
REVOLVING LENDERS FOR LETTER OF CREDIT OBLIGATIONS INCURRED HEREUNDER, (I) ALL
COSTS AND EXPENSES INCURRED BY AGENT OR ANY LENDER ON ACCOUNT OF SUCH LETTER OF
CREDIT OBLIGATIONS, AND (II) FOR EACH FISCAL QUARTER DURING WHICH ANY LETTER OF
CREDIT OBLIGATION SHALL REMAIN OUTSTANDING, A FEE (THE "LETTER OF CREDIT FEE")
IN AN AMOUNT EQUAL TO THE APPLICABLE L/C MARGIN MULTIPLIED BY THE AVERAGE AMOUNT
AVAILABLE FROM TIME TO TIME TO BE DRAWN UNDER THE APPLICABLE LETTER OF CREDIT
DURING SUCH FISCAL QUARTER.
SUCH FEE SHALL BE PAID TO AGENT FOR THE BENEFIT OF
THE REVOLVING LENDERS IN ARREARS, ON THE FIRST BUSINESS DAY OF EACH MONTH AND ON
THE COMMITMENT TERMINATION DATE.
IN ADDITION, BORROWER SHALL PAY TO ANY L/C
ISSUER, ON DEMAND, SUCH CUSTOMARY FEES (INCLUDING ALL PER ANNUM FEES), CHARGES
AND EXPENSES OF SUCH L/C ISSUER IN RESPECT OF THE ISSUANCE, NEGOTIATION,
ACCEPTANCE, AMENDMENT, TRANSFER
11
AND PAYMENT OF SUCH LETTER OF CREDIT OR OTHERWISE PAYABLE PURSUANT TO THE
APPLICATION AND RELATED DOCUMENTATION UNDER WHICH SUCH LETTER OF CREDIT IS
ISSUED.
(E)
LIBOR BREAKAGE FEE.
UPON (I) ANY DEFAULT
BY BORROWER IN MAKING ANY BORROWING OF, CONVERSION INTO OR CONTINUATION OF ANY
LIBOR LOAN FOLLOWING BORROWER'S DELIVERY TO AGENT OF ANY LIBOR LOAN REQUEST IN
RESPECT THEREOF OR (II) ANY PAYMENT OF A LIBOR LOAN ON ANY DAY THAT IS NOT THE
LAST DAY OF THE LIBOR PERIOD APPLICABLE THERETO (REGARDLESS OF THE SOURCE OF
SUCH PREPAYMENT AND WHETHER VOLUNTARY, BY ACCELERATION OR OTHERWISE), BORROWER
SHALL PAY AGENT, FOR THE BENEFIT OF ALL LENDERS THAT FUNDED OR WERE PREPARED TO
FUND ANY SUCH LIBOR LOAN, THE LIBOR BREAKAGE FEE.
(F)
[RESERVED].
(G)
EXPENSES AND ATTORNEYS' FEES.
BORROWER
AGREES TO PROMPTLY PAY ALL FEES, CHARGES, COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED BY AGENT IN CONNECTION WITH
ANY MATTERS CONTEMPLATED BY OR ARISING OUT OF THE LOAN DOCUMENTS, IN CONNECTION
WITH THE EXAMINATION, REVIEW, DUE DILIGENCE INVESTIGATION, DOCUMENTATION,
NEGOTIATION, CLOSING AND SYNDICATION OF THE TRANSACTIONS CONTEMPLATED HEREIN AND
IN CONNECTION WITH THE CONTINUED ADMINISTRATION OF THE LOAN DOCUMENTS INCLUDING
ANY AMENDMENTS, MODIFICATIONS, CONSENTS AND WAIVERS.
BORROWER AGREES TO
PROMPTLY PAY REASONABLE DOCUMENTATION CHARGES ASSESSED BY AGENT FOR AMENDMENTS,
WAIVERS, CONSENTS AND ANY OF THE DOCUMENTATION PREPARED BY AGENT'S INTERNAL
LEGAL STAFF.
BORROWER AGREES TO PROMPTLY PAY ALL FEES, CHARGES, COSTS AND
EXPENSES (INCLUDING FEES, CHARGES, COSTS AND EXPENSES OF ATTORNEYS, AUDITORS
(WHETHER INTERNAL OR EXTERNAL), APPRAISERS, CONSULTANTS AND ADVISORS AND THE
ALLOCATED COST OF INTERNAL LEGAL STAFF) INCURRED BY AGENT IN CONNECTION WITH ANY
EVENT OF DEFAULT, WORK-OUT OR ACTION TO ENFORCE ANY LOAN DOCUMENT OR TO COLLECT
ANY PAYMENTS DUE