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 REASONABLE, DOCUMENTED, OUT-OF-POCKET COSTS AND
EXPENSES OTHERWISE PAYABLE TO AGENT OR LENDERS HEREUNDER, ALL COSTS AND EXPENSES
INCURRED BY AGENT OR ANY LENDER ON ACCOUNT OF SUCH LETTER OF CREDIT OBLIGATIONS,
AND (II) FOR EACH CALENDAR MONTH DURING WHICH ANY LETTER OF CREDIT OBLIGATION
SHALL REMAIN OUTSTANDING, COMMENCING WITH THE FIRST CALENDAR MONTH FOLLOWING THE
CLOSING DATE, A FEE (THE "LETTER OF CREDIT FEE") IN AN AMOUNT EQUAL TO THE
APPLICABLE L/C 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 FEE SHALL BE PAID TO AGENT FOR THE BENEFIT OF THE REVOLVING
LENDERS IN ARREARS, ON THE FIRST BUSINESS DAY OF EACH CALENDAR MONTH 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 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 COSTS.
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, LIBOR BREAKAGE COSTS, IF APPLICABLE.
(E)
EXPENSES AND ATTORNEYS' FEES.
BORROWER
AGREES TO PAY ALL REASONABLE, DOCUMENTED, OUT-OF-POCKET FEES, CHARGES, COSTS AND
EXPENSES (INCLUDING, WITHOUT DUPLICATION, REASONABLE FEES, CHARGES, COSTS AND
EXPENSES OF ATTORNEYS, AUDITORS, APPRAISERS, CONSULTANTS AND
11
ADVISORS, INCLUDING, WITHOUT LIMITATION, ANY OPERATIONS CONSULTANT AND ANY
FINANCIAL ADVISOR ENGAGED BY AGENT) 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 AND INCLUDING ANY FIELD
EXAMINATIONS, NON-REAL ESTATE FIXED ASSET APPRAISALS AND REAL ESTATE APPRAISALS;
PROVIDED, HOWEVER, THAT BORROWER SHALL NOT BE REQUIRED TO PAY ANY FEES, COSTS OR
EXPENSES INCURRED BY AGENT IN CONNECTION WITH ANY FIELD EXAMINATIONS, NON-REAL
ESTATE FIXED ASSET APPRAISALS OR REAL ESTATE APPRAISALS CONDUCTED WITHIN SIX
(6) MONTHS FOLLOWING THE CLOSING DATE UNLESS AN EVENT OF DEFAULT SHALL HAVE
OCCURRED.