BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
SECTION 6.03.
FEES.
ON THE CLOSING DATE, THE BORROWERS SHALL PAY THE FACILITY
FEE TO THE INITIAL LENDERS.
DURING THE PERIOD FROM THE CLOSING DATE TO THE REVOLVING CREDIT COMMITMENT
TERMINATION DATE, THE OBLIGORS JOINTLY AND SEVERALLY AGREE TO PAY TO THE AGENT
FOR THE ACCOUNT OF EACH LENDER THE UNUSED LINE FEE.
ALL UNUSED LINE FEES ARE
PAYABLE IN ARREARS ON EACH QUARTERLY PAYMENT DATE.
UPON RECEIPT OF ANY SUCH
UNUSED LINE FEE, THE AGENT WILL PROMPTLY THEREAFTER CAUSE TO BE DISTRIBUTED TO
EACH LENDER ITS PRO RATA SHARE OF SUCH FEE.
THE BORROWERS JOINTLY AND SEVERALLY SHALL REIMBURSE OR PAY THE AGENT, AS THE
CASE MAY BE, FOR (I) ALL OUT-OF-POCKET EXPENSES OF THE AGENT AND/OR THE LENDERS,
AND (II) ANY APPLICABLE DOCUMENTATION FEE.
ON THE CLOSING DATE, THE BORROWERS SHALL PAY TO THE AGENT A COLLATERAL
MANAGEMENT FEE (FOR ITS OWN ACCOUNT) IN THE AMOUNT OF FIFTEEN THOUSAND DOLLARS
($15,000) TIMES A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE
PERIOD FROM AND INCLUDING THE CLOSING DATE TO AND INCLUDING SEPTEMBER 29, 2002,
AND THE DENOMINATOR OF WHICH IS 365.
ON
73
EACH SEPTEMBER 30 THEREAFTER, THE BORROWERS SHALL PAY TO THE AGENT A COLLATERAL
MANAGEMENT FEE (FOR ITS OWN ACCOUNT) IN THE AMOUNT OF FIFTY THOUSAND DOLLARS
($50,000).
ALL THE FEES UNDER THIS PARAGRAPH ARE "COLLATERAL MANAGEMENT FEES"
AND SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT BE REFUNDABLE OR REBATEABLE BY
REASON OF PREPAYMENT, ACCELERATION UPON AN EVENT OF DEFAULT, OR ANY OTHER
CIRCUMSTANCE AND SHALL SURVIVE ANY TERMINATION OF THIS FINANCING AGREEMENT.
EACH OBLIGOR SHALL PAY THE AGENT'S STANDARD CHARGES FOR, AND THE FEES AND
EXPENSES OF, THE AGENT'S PERSONNEL USED BY THE AGENT FOR REVIEWING THE BOOKS AND
RECORDS OF SUCH OBLIGOR AND FOR VERIFYING, TESTING, PROTECTING, SAFEGUARDING,
PRESERVING OR DISPOSING OF ALL OR ANY PART OF THE COLLATERAL, PROVIDED, HOWEVER,
THAT THE FOREGOING SHALL NOT BE PAYABLE UNTIL THE OCCURRENCE OF AN EVENT OF
DEFAULT IF THE BORROWERS ARE PAYING A COLLATERAL MANAGEMENT FEE.
EACH BORROWER HEREBY AUTHORIZES THE AGENT TO CHARGE SUCH BORROWER'S ACCOUNTS
WITH THE AGENT WITH THE AMOUNT OF ALL PAYMENTS DUE HEREUNDER AS SUCH PAYMENTS
BECOME DUE.
EACH BORROWER CONFIRMS THAT ANY CHARGES WHICH THE AGENT MAY SO MAKE
TO ITS ACCOUNT AS HEREIN PROVIDED WILL BE MADE AS AN ACCOMMODATION TO SUCH
BORROWER AND SOLELY AT THE AGENT'S DISCRETION.
SECTION 6.04.
PAYMENTS AND COMPUTATIONS.
EACH BORROWER SHALL MAKE EACH
PRINCIPAL AND INTEREST PAYMENT AND PAY ALL FEES NOT LATER THAN 12:00 NOON (NEW
YORK TIME) ON THE DAY WHEN DUE IN DOLLARS IN IMMEDIATELY AVAILABLE FUNDS IN NEW
YORK CITY TO AGENT AT ITS PRINCIPAL OFFICE.
ALL COMPUTATIONS OF INTEREST ON LIBOR RATE LOANS, CHASE MANHATTAN BANK RATE
LOANS AND FEES, SHALL BE MADE BY AGENT ON THE BASIS OF A YEAR OF THREE HUNDRED
SIXTY (360) DAYS AND PAID, IN EACH CASE, FOR THE ACTUAL NUMBER OF DAYS ELAPSED
(INCLUDING THE FIRST