AN AMOUNT EQUAL
TO THE APPLICABLE REVOLVER LIBOR MARGIN FROM TIME TO TIME IN EFFECT MULTIPLIED
BY THE MAXIMUM AMOUNT AVAILABLE FROM TIME TO TIME TO BE DRAWN UNDER THE
APPLICABLE LETTER OF CREDIT.
SUCH FEES SHALL BE PAID TO AGENT FOR THE BENEFIT
OF THE L/C ISSUERS AND REVOLVING LENDERS, AS THE CASE MAY BE, IN ARREARS, ON THE
FIRST BUSINESS DAY OF EACH FISCAL QUARTER AND ON THE COMMITMENT TERMINATION
DATE.
IN ADDITION, BORROWER SHALL PAY TO ANY L/C ISSUER, ON DEMAND, SUCH FEES
(INCLUDING ALL PER ANNUM FEES), CHARGES AND EXPENSES OF SUCH L/C
15
ISSUER IN RESPECT OF THE ISSUANCE, NEGOTIATION, ACCEPTANCE, AMENDMENT, TRANSFER
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.
(D)
LIBOR BREAKAGE FEE.
UPON (I) ANY FAILURE BY BORROWER TO MAKE ANY
BORROWING OF, OR TO CONVERT OR CONTINUE 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.
(E)
EXPENSES AND ATTORNEYS FEES.
ANY ACTION TAKEN BY ANY CREDIT PARTY
UNDER OR WITH RESPECT TO ANY LOAN DOCUMENT SHALL BE AT THE EXPENSE OF SUCH
CREDIT PARTY, AND NEITHER THE AGENT NOR ANY OTHER SECURED PARTY SHALL BE
REQUIRED UNDER ANY LOAN DOCUMENT TO REIMBURSE ANY CREDIT PARTY OR ANY SUBSIDIARY
OF ANY CREDIT PARTY THEREFOR EXCEPT AS EXPRESSLY PROVIDED THEREIN.
BORROWER
AGREES TO PROMPTLY PAY ALL REASONABLE OUT-OF-POCKET FEES, CHARGES, COSTS AND
EXPENSES INCURRED BY AGENT OR ITS AFFILIATES 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 OR SYNDICATION OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN CONNECTION
WITH THE ARRANGEMENT OF ANY NEW TERM LOAN COMMITMENTS OR NEW REVOLVING LOAN
COMMITMENTS AND IN CONNECTION WITH THE CONTINUED ADMINISTRATION OF THE LOAN
DOCUMENTS INCLUDING ANY AMENDMENTS, MODIFICATIONS, TERMINATIONS, CONSENTS AND
WAIVERS, ANY OTHER DOCUMENT PREPARED IN CONNECTION THEREWITH OR THE CONSUMMATION
AND ADMINISTRATION OF ANY TRANSACTION CONTEMPLATED THEREIN, IN EACH CASE
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES.
BORROWER AGREES TO PROMPTLY
PAY ALL REASONABLE FEES, CHARGES, COSTS AND EXPENSES (INCLUDING REASONABLE FEES,
CHARGES, COSTS AND EXPENSES OF ATTORNEYS, AUDITORS (WHETHER INTERNAL OR
EXTERNAL), APPRAISERS, CONSULTANTS AND ADVISORS) INCURRED BY AGENT OR ITS
AFFILIATES IN CONNECTION WITH ANY AMENDMENT, WAIVER, CONSENT WITH RESPECT TO THE
LOAN DOCUMENTS, EVENT OF DEFAULT, WORK-OUT OR ACTION TO ENFORCE ANY LOAN
DOCUMENT OR TO COLLECT ANY PAYMENTS DUE FROM BORROWER OR ANY OF ITS
SUBSIDIARIES.
IN ADDITION, IN CONNECTION WITH ANY WORK-OUT OR ACTION TO ENFORCE
ANY LOAN DOCUMENT OR TO COLLECT ANY PAYMENTS