BASIS, AND IF TRANSFERRED TO
ADMINISTRATIVE BORROWER'S ACCOUNT SUCH MONIES WILL NOT BE APPLIED TO THE
OBLIGATIONS.
2.10
DESIGNATED ACCOUNT.
AGENT AND THE LENDER GROUP ARE
AUTHORIZED TO MAKE THE ADVANCES AND THE LETTERS OF CREDIT UNDER THIS AGREEMENT
BASED UPON TELEPHONIC OR OTHER INSTRUCTIONS RECEIVED FROM ANYONE PURPORTING TO
BE AN AUTHORIZED PERSON, OR WITHOUT INSTRUCTIONS IF PURSUANT TO SECTION 2.7(E).
ADMINISTRATIVE BORROWER AGREES TO ESTABLISH AND MAINTAIN THE DESIGNATED ACCOUNT
WITH THE DESIGNATED ACCOUNT BANK FOR THE PURPOSE OF RECEIVING THE PROCEEDS OF
THE ADVANCES REQUESTED BY ADMINISTRATIVE BORROWER AND MADE BY THE LENDER GROUP
HEREUNDER.
UNLESS OTHERWISE AGREED BY AGENT AND ADMINISTRATIVE BORROWER, ANY
ADVANCE REQUESTED BY BORROWERS AND MADE BY THE LENDER GROUP HEREUNDER SHALL BE
MADE TO THE DESIGNATED ACCOUNT.
37
2.11
MAINTENANCE OF LOAN ACCOUNT; STATEMENTS OF
OBLIGATIONS.
AGENT SHALL MAINTAIN AN ACCOUNT ON ITS BOOKS IN THE NAME OF
BORROWERS (THE "LOAN ACCOUNT") ON WHICH BORROWERS WILL BE CHARGED WITH ALL
ADVANCES MADE BY THE LENDER GROUP TO BORROWERS OR FOR BORROWERS' ACCOUNT,
INCLUDING, ACCRUED INTEREST, LENDER GROUP EXPENSES, AND ANY OTHER PAYMENT
OBLIGATIONS OF BORROWERS.
IN ACCORDANCE WITH SECTION 2.9, THE LOAN ACCOUNT WILL
BE CREDITED WITH ALL PAYMENTS RECEIVED BY AGENT FROM BORROWERS OR FOR BORROWERS'
ACCOUNT, INCLUDING ALL AMOUNTS RECEIVED IN THE AGENT'S ACCOUNT FROM ANY LOCKBOX
BANK.
AGENT SHALL RENDER STATEMENTS REGARDING THE LOAN ACCOUNT TO
ADMINISTRATIVE BORROWER, INCLUDING PRINCIPAL, INTEREST, FEES, AND INCLUDING AN
ITEMIZATION OF ALL CHARGES AND EXPENSES CONSTITUTING THE LENDER GROUP EXPENSES
OWING, AND SUCH STATEMENTS SHALL BE CONCLUSIVELY PRESUMED TO BE CORRECT AND
ACCURATE AND CONSTITUTE AN ACCOUNT STATED BETWEEN ADMINISTRATIVE BORROWER AND
THE LENDER GROUP UNLESS, WITHIN 30 DAYS AFTER RECEIPT THEREOF BY ADMINISTRATIVE
BORROWER, ADMINISTRATIVE BORROWER SHALL DELIVER TO AGENT WRITTEN OBJECTION
THERETO DESCRIBING THE ERROR OR ERRORS CONTAINED IN ANY SUCH STATEMENTS.
2.12
FEES.
BORROWERS SHALL PAY TO AGENT FOR THE RATABLE
BENEFIT OF THE LENDER GROUP (EXCEPT WHERE OTHERWISE INDICATED) THE FOLLOWING
FEES:
(A)
AMENDMENT FEE.
AN AMENDMENT FEE IN THE
AMOUNT AND AS PROVIDED IN THE FEE LETTER.
(B)
INTENTIONALLY OMITTED.
(C)
INTENTIONALLY OMITTED.
(D)
ANNIVERSARY FEE.
AN ANNIVERSARY FEE EQUAL
TO 0.125% OF THE MAXIMUM AMOUNT (WITHOUT GIVING EFFECT TO THE SEASONAL
OVERADVANCE AMOUNT), WHICH FEE SHALL BE DUE AND PAYABLE IN FULL ON EACH OCTOBER
31, COMMENCING OCTOBER 31, 2007 THROUGH AND INCLUDING OCTOBER 31, 2010;
PROVIDED, HOWEVER, THE AGREEMENT HAS NOT PREVIOUSLY BEEN TERMINATED.
(E)
UNUSED LINE FEE.
ON THE FIRST DAY OF EACH
MONTH COMMENCING JULY 1, 2007, WHENEVER THE AVERAGE DAILY BALANCE OF OBLIGATIONS
IS LESS THAN THE MAXIMUM AMOUNT THEN IN EFFECT, AN UNUSED LINE FEE IN AN AMOUNT
EQUAL TO 0.25% PER ANNUM TIMES THE AVERAGE UNUSED PORTION OF MAXIMUM AMOUNT.
(F)
INTENTIONALLY OMITTED.
(G)
APPRAISALS; FINANCIAL EXAMINATION AND
APPRAISAL FEES.
THE AGENT OR ITS DESIGNEE, AT THE SOLE EXPENSE OF BORROWERS,
SHALL CONDUCT PERIODIC APPRAISALS OF THE BORROWERS' INVENTORY.
SO LONG AS NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWERS SHALL NOT BE
LIABLE TO PAY MORE