obligations arising under
Section 2.6 shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of Section 2.6, under all circumstances
whatsoever, including (without limitation) the following circumstances:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LETTER OF CREDIT OR
ANY OTHER AGREEMENT OR INSTRUMENT RELATING TO ANY LETTER OF CREDIT (COLLECTIVELY
THE "RELATED DOCUMENTS");
(B)
ANY AMENDMENT OR WAIVER OF OR ANY CONSENT TO DEPARTURE FROM ALL OR
ANY OF THE RELATED DOCUMENTS;
(C)
THE EXISTENCE OF ANY CLAIM, SETOFF, DEFENSE OR OTHER RIGHT WHICH
THE BORROWER MAY HAVE AT ANY TIME, AGAINST ANY BENEFICIARY OR ANY TRANSFEREE OF
ANY LETTER OF CREDIT (OR ANY PERSONS OR ENTITIES FOR WHOM ANY SUCH BENEFICIARY
OR ANY SUCH TRANSFEREE MAY BE ACTING), OR OTHER PERSON OR ENTITY, WHETHER IN
CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR IN THE
RELATED DOCUMENTS OR ANY UNRELATED TRANSACTIONS;
(D)
ANY STATEMENT OR ANY OTHER DOCUMENT PRESENTED UNDER ANY LETTER OF
CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT IN ANY RESPECT
OR ANY STATEMENT THEREIN BEING UNTRUE OR INACCURATE IN ANY RESPECT WHATSOEVER;
(E)
PAYMENT BY OR ON BEHALF OF THE ISSUER UNDER ANY LETTER OF CREDIT
AGAINST PRESENTATION OF A DRAFT OR CERTIFICATE WHICH DOES NOT STRICTLY COMPLY
WITH THE TERMS OF SUCH LETTER OF CREDIT; OR
(F)
ANY OTHER CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT
SIMILAR TO ANY OF THE FOREGOING.
Section 2.8
Interest; Margin; Minimum Interest Charge; Default Interest;
Participations; Clearance Days; 360 Day Year; Usury.
(A)
REVOLVING NOTE.
EXCEPT AS SET FORTH IN SUBSECTIONS (D) AND (G),
THE OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING NOTE SHALL BEAR INTEREST AT
THE FLOATING RATE.
(B)
MINIMUM INTEREST CHARGE.
NOTWITHSTANDING THE INTEREST PAYABLE
PURSUANT TO SUBSECTION (A), THE BORROWER SHALL PAY TO THE LENDER INTEREST OF NOT
LESS THAN $120,000 PER LOAN YEAR (THE "MINIMUM INTEREST CHARGE") DURING THE TERM
OF THIS AGREEMENT, AND THE BORROWER SHALL PAY ANY DEFICIENCY BETWEEN THE MINIMUM
INTEREST CHARGE AND THE AMOUNT OF INTEREST OTHERWISE CALCULATED UNDER
SUBSECTION (A) ON THE FIRST DAY OF EACH MONTH FOLLOWING EACH ANNIVERSARY OF THE
FUNDING DATE AND ON THE TERMINATION DATE.
AS USED IN THIS SUBSECTION (B), "LOAN
YEAR" MEANS EACH ONE-YEAR PERIOD ENDING ON AN ANNIVERSARY OF THE FUNDING DATE.
(C)
DEFAULT INTEREST RATE.
AT ANY TIME DURING ANY DEFAULT PERIOD, IN
THE LENDER'S SOLE DISCRETION AND WITHOUT WAIVING ANY OF ITS OTHER RIGHTS AND
REMEDIES, THE
15
PRINCIPAL OF THE ADVANCES OUTSTANDING FROM TIME TO TIME SHALL BEAR INTEREST AT
THE DEFAULT RATE, EFFECTIVE FOR ANY PERIODS DESIGNATED BY THE LENDER FROM TIME
TO TIME DURING THAT DEFAULT PERIOD.
(D)
PARTICIPATIONS.
IF ANY PERSON SHALL ACQUIRE A PARTICIPATION IN
THE ADVANCES UNDER THIS AGREEMENT, THE BORROWER SHALL BE OBLIGATED TO THE LENDER
TO PAY THE FULL AMOUNT OF ALL INTEREST CALCULATED UNDER, ALONG WITH ALL OTHER
FEES, CHARGES AND OTHER AMOUNTS DUE UNDER THIS AGREEMENT, REGARDLESS IF SUCH
PERSON ELECTS TO ACCEPT INTEREST WITH RESPECT TO ITS