AGENT IN AN AMOUNT EQUAL TO
(I) DURING SUCH TIME AS THERE IS OUTSTANDING NO EVENT OF DEFAULT, THE APPLICABLE
MARGIN PER ANNUM WITH RESPECT TO LIBOR RATE LOANS THAT ARE REVOLVING LOANS TIMES
THE MAXIMUM DRAWING AMOUNT OF EACH SUCH LETTER OF CREDIT, AND (II) DURING SUCH
TIME AS THERE EXISTS AN EVENT OF DEFAULT, 2% PER ANNUM ABOVE THE OTHERWISE
APPLICABLE FEE (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW), WHICH LETTER
OF CREDIT FEE SHALL BE FOR THE ACCOUNTS OF THE LENDERS IN ACCORDANCE WITH THEIR
RESPECTIVE REVOLVING LOAN COMMITMENT PERCENTAGES; AND (B) TO THE ISSUING BANK IN
AN AMOUNT EQUAL TO 0.125% PER ANNUM ABOVE THE OTHERWISE APPLICABLE FEE, WHICH
AMOUNT SHALL BE FOR THE ACCOUNT OF THE ISSUING BANK AS A FRONTING FEE. THE
LETTER OF CREDIT FEE SHALL BE PAID QUARTERLY IN ARREARS ON THE FIRST BUSINESS
DAY OF EACH FISCAL QUARTER FOR THE IMMEDIATELY PRECEDING FISCAL QUARTER. IN
RESPECT OF EACH LETTER OF CREDIT ISSUED FOR THE ACCOUNT OF EITHER BORROWER, THE
BORROWERS SHALL ALSO PAY TO THE ISSUING BANK FOR THE ISSUING BANK'S OWN ACCOUNT,
AT SUCH OTHER TIME OR TIMES AS SUCH CHARGES ARE CUSTOMARILY MADE BY THE ISSUING
BANK, THE ISSUING BANK'S CUSTOMARY ISSUANCE, AMENDMENT, NEGOTIATION, PAYMENT OR
DOCUMENT EXAMINATION AND OTHER ADMINISTRATIVE FEES AS IN EFFECT AND APPLICABLE
FROM TIME TO TIME.
6.
CERTAIN GENERAL PROVISIONS.
6.1
FEES.
6.1.1
ADMINISTRATIVE AGENT'S FEE.
THE BORROWERS SHALL
PAY TO THE ADMINISTRATIVE AGENT, FOR ITS OWN ACCOUNT, AN ADMINISTRATIVE AGENT'S
FEE AS SET FORTH IN THE FEE LETTER (THE "ADMINISTRATIVE AGENT'S FEE"), IN THE
AMOUNTS AND AT THE TIMES REFERRED TO THEREIN.
6.1.2
CLOSING FEES.
THE BORROWERS SHALL PAY TO THE
ADMINISTRATIVE AGENT ANY ADDITIONAL FEES SET FORTH IN THE FEE LETTER AND NOT
OTHERWISE DEFINED HEREIN (THE "CLOSING FEES"), IN THE AMOUNTS AND AT THE TIMES
REFERRED TO THEREIN.
6.2
PAYMENTS TO ADMINISTRATIVE AGENT.
ALL PAYMENTS OF PRINCIPAL AND
INTEREST ON LOANS AND ALL REIMBURSEMENT OBLIGATIONS, FEES AND ANY OTHER AMOUNTS
DUE
43
HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS (UNLESS THE PROVISIONS OF
THIS CREDIT AGREEMENT OR ANOTHER LOAN DOCUMENT REQUIRE OTHERWISE) SHALL BE MADE
ON THE DUE DATE THEREOF TO THE ADMINISTRATIVE AGENT IN DOLLARS FOR THE
RESPECTIVE ACCOUNTS OF THE CREDITOR PARTIES, BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS, AT THE ADMINISTRATIVE AGENT'S OFFICE OR AT SUCH OTHER PLACE AS
THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME DESIGNATE, IN EACH CASE NO LATER
THAN 12:00 P.M. BOSTON TIME, AND IN IMMEDIATELY AVAILABLE FUNDS.
6.3
NO OFFSETS, TAXES ETC.
6.3.1
NO OFFSETS.
ANY AND ALL PAYMENTS BY THE BORROWERS
OR GUARANTORS HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS SHALL BE MADE
FREE AND CLEAR OF AND WITHOUT DEDUCTION OR WITHHOLDING FOR ANY AND ALL PRESENT
OR FUTURE TAXES, UNLESS SUCH TAXES ARE REQUIRED BY LAW OR THE ADMINISTRATION
THEREOF TO BE DEDUCTED OR WITHHELD (ALL SUCH TAXES, EXCLUDING THE EXCLUDED TAXES
AND OTHER TAXES, BEING REFERRED TO HEREIN AS "COVERED TAXES").
IF THE