PERIOD OF THE DAILY CLOSING
10
BALANCES OF THE REVOLVING LOAN (INCLUDING, WITHOUT DUPLICATION, SWING LINE
LOANS) OUTSTANDING DURING THE PERIOD FOR WHICH SUCH FEE IS DUE.
(C)
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) WITHOUT DUPLICATION OF FEES AND OTHER AMOUNTS PAYABLE TO THE APPLICABLE L/C
ISSUER, 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 REVOLVER LIBOR MARGIN
MULTIPLIED BY THE MAXIMUM AMOUNT AVAILABLE FROM TIME TO TIME TO BE DRAWN UNDER
THE APPLICABLE LETTER OF CREDIT.
SUCH FEE SHALL BE PAID TO AGENT FOR THE
BENEFIT OF THE REVOLVING LENDERS 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 REASONABLE, CUSTOMARY AND
DOCUMENTED FEES, CHARGES AND EXPENSES OF SUCH L/C 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 COST.
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 COST.
(E)
EXPENSES AND ATTORNEYS' FEES.
BORROWER
AGREES TO PROMPTLY PAY ALL REASONABLE AND DOCUMENTED OUT-OF-POCKET FEES,
CHARGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES
OF EITHER OUTSIDE COUNSEL OR INTERNAL LEGAL STAFF, BUT NOT BOTH; IT BEING
UNDERSTOOD AND AGREED THAT THE DOCUMENTATION OF COUNSEL'S FEES AND EXPENSES MAY
OMIT INFORMATION THAT SUCH COUNSEL REASONABLY DEEMS PRIVILEGED) INCURRED BY
AGENT IN CONNECTION WITH ANY MATTERS ARISING OUT OF THE LOAN DOCUMENTS, IN
CONNECTION WITH THE EXAMINATION, REVIEW, DUE DILIGENCE INVESTIGATION,
DOCUMENTATION, NEGOTIATION AND CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREIN
AND IN CONNECTION WITH THE CONTINUED ADMINISTRATION OF THE LOAN DOCUMENTS
INCLUDING ANY AMENDMENTS, MODIFICATIONS, CONSENTS AND WAIVERS.
WITHOUT LIMITING
THE FOREGOING, BORROWER AGREES TO PROMPTLY PAY ALL REASONABLE AND DOCUMENTED
OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING REASONABLE FEES AND EXPENSES) OF
EXTERNAL AUDITORS OR, IN THE CASE OF INTERNAL AUDITORS, A PER DIEM CHARGE AT THE
RATE OF $750 PER PERSON PER DAY FOR EACH SUCH AUDITOR IN THE FIELD AND OFFICE
PLUS ALL REASONABLE AND DOCUMENTED OUT-OF-POCKET COSTS AND