SHALL BE DUE THE NEXT BUSINESS DAY, AND ADDITIONAL FEES OR
INTEREST, AS APPLICABLE, SHALL CONTINUE TO ACCRUE UNTIL PAID.
2.4
FEES.
BORROWER SHALL PAY TO BANK:
(A)
COMMITMENT FEE.
A FULLY EARNED, NON REFUNDABLE COMMITMENT FEE OF
$250,000.00 ON THE EFFECTIVE DATE; AND
(B)
LETTER OF CREDIT FEES.
BANK'S CUSTOMARY FEES AND EXPENSES FOR THE
ISSUANCE, MODIFICATION OR RENEWAL OF LETTERS OF CREDIT, INCLUDING, WITHOUT
LIMITATION, ITS CUSTOMARY FEES UPON THE ISSUANCE, EACH ANNIVERSARY OF THE
ISSUANCE, MODIFICATION AND THE RENEWAL OF SUCH LETTER OF CREDIT BY BANK; AND
(C)
TERMINATION FEE.
IN ACCORDANCE WITH THE TERMS OF SECTION 12.1, A
TERMINATION FEE; AND
(D)
UNUSED REVOLVING LINE FACILITY FEE.
A FEE (THE "UNUSED REVOLVING
LINE FACILITY FEE"), PAYABLE MONTHLY, IN ARREARS, ON A CALENDAR YEAR BASIS, IN
AN AMOUNT PER ANNUM EQUAL TO THE UNUSED LINE FEE PERCENTAGE OF
3
THE AVERAGE UNUSED PORTION OF THE REVOLVING LINE, AS REASONABLY DETERMINED BY
BANK.
THE UNUSED PORTION OF THE REVOLVING LINE, FOR THE PURPOSES OF THIS
CALCULATION, SHALL INCLUDE AMOUNTS RESERVED UNDER THE CASH MANAGEMENT SERVICES
SUBLIMIT FOR PRODUCTS PROVIDED AND UNDER THE FOREIGN EXCHANGE SUBLIMIT FOR FX
FORWARD CONTRACTS.
BORROWER SHALL NOT BE ENTITLED TO ANY CREDIT, REBATE OR
REPAYMENT OF ANY UNUSED REVOLVING LINE FACILITY FEE PREVIOUSLY EARNED BY BANK
PURSUANT TO THIS SECTION NOTWITHSTANDING ANY TERMINATION OF THE AGREEMENT, OR
SUSPENSION OR TERMINATION OF BANK'S OBLIGATION TO MAKE LOANS AND ADVANCES
HEREUNDER; AND
(E)
BANK EXPENSES.
ALL BANK EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES AND EXPENSES, PLUS EXPENSES, FOR DOCUMENTATION AND NEGOTIATION OF THIS
AGREEMENT) INCURRED THROUGH AND AFTER THE EFFECTIVE DATE, WHEN DUE.
2.5
WITHHOLDING.
PAYMENTS RECEIVED BY BANK FROM BORROWER HEREUNDER
WILL BE MADE FREE AND CLEAR OF ANY WITHHOLDING TAXES.
SPECIFICALLY, HOWEVER, IF
AT ANY TIME ANY GOVERNMENTAL AUTHORITY, APPLICABLE LAW, REGULATION OR
INTERNATIONAL AGREEMENT REQUIRES BORROWER TO MAKE ANY SUCH WITHHOLDING OR
DEDUCTION FROM ANY SUCH
PAYMENT OR OTHER SUM PAYMENT HEREUNDER TO BANK,
BORROWER HEREBY COVENANTS AND AGREES THAT THE AMOUNT DUE FROM BORROWER WITH
RESPECT TO SUCH PAYMENT OR OTHER SUM PAYABLE HEREUNDER WILL BE INCREASED TO THE
EXTENT NECESSARY TO ENSURE THAT, AFTER THE MAKING OF SUCH REQUIRED WITHHOLDING
OR DEDUCTION, BANK RECEIVES A NET SUM EQUAL TO THE SUM WHICH IT WOULD HAVE
RECEIVED HAD NO WITHHOLDING OR DEDUCTION BEEN REQUIRED AND BORROWER SHALL PAY
THE FULL AMOUNT WITHHELD OR DEDUCTED TO THE RELEVANT GOVERNMENTAL AUTHORITY.
BORROWER WILL, UPON REQUEST, FURNISH BANK WITH PROOF SATISFACTORY TO BANK
INDICATING THAT BORROWER HAS MADE SUCH WITHHOLDING PAYMENT PROVIDED, HOWEVER,
THAT BORROWER NEED NOT MAKE ANY WITHHOLDING PAYMENT IF THE AMOUNT OR VALIDITY OF
SUCH WITHHOLDING PAYMENT IS CONTESTED IN GOOD FAITH BY APPROPRIATE AND TIMELY
PROCEEDINGS AND AS TO WHICH PAYMENT IN FULL IS BONDED OR RESERVED AGAINST BY
BORROWER.
THE AGREEMENTS AND OBLIGATIONS OF BORROWER CONTAINED IN THIS
SECTION 2.5 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
3
CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION.
BANK'S
OBLIGATION TO MAKE THE INITIAL CREDIT EXTENSION IS SUBJECT TO