NOT DRAWN) WOULD EXCEED THE REVOLVING LINE OF
CREDIT.
(C)
UNUSED FEE.
THE BORROWER AGREES TO PAY TO THE BANK, ON EACH
JANUARY 1, APRIL 1, JULY 1 AND OCTOBER 1, COMMENCING ON JANUARY 1, 2009, DURING
THE REVOLVING LINE OF CREDIT COMMITMENT PERIOD, AND ON THE DATE ON WHICH THE
REVOLVING LINE OF CREDIT SHALL BE PERMANENTLY TERMINATED OR REDUCED AS PROVIDED
HEREIN, AN UNUSED FEE (THE "UNUSED FEE") AT A RATE PER ANNUM EQUAL TO
TWENTY-FIVE BASIS POINTS (.25%) ON THE AVERAGE DAILY AMOUNT OF THE UNUSED
REVOLVING LINE OF CREDIT (AS HEREINAFTER DEFINED) OF THE BANK DURING THE
PRECEDING CALENDAR QUARTER (OR SHORTER PERIOD COMMENCING ON THE DATE HEREOF OR
ENDING ON THE LAST DAY OF THE REVOLVING LINE OF CREDIT COMMITMENT PERIOD).
"UNUSED REVOLVING LINE OF CREDIT" MEANS, AT ANY PARTICULAR TIME DURING THE
REVOLVING CREDIT COMMITMENT PERIOD, AN AMOUNT EQUAL TO THE EXCESS, IF ANY, OF
THE REVOLVING LINE OF CREDIT OVER THE SUM OF (A) THE REVOLVING ADVANCES AND
(B) THE FACE AMOUNT OF EACH OUTSTANDING LETTER OF CREDIT (WHETHER OR NOT
DRAWN).
THE UNUSED FEE DUE TO THE BANK SHALL COMMENCE TO ACCRUE ON THE DATE
HEREOF AND SHALL CEASE TO ACCRUE ON THE LAST DAY OF THE REVOLVING LINE OF CREDIT
COMMITMENT PERIOD.
THE UNUSED FEE SHALL BE (A) COMPUTED ON THE BASIS OF THE
ACTUAL DAYS ELAPSED IN A YEAR OF 365 DAYS, AND (B) PAID ON THE DATES DUE IN
IMMEDIATELY AVAILABLE FUNDS TO THE BANK.
ONCE PAID THE UNUSED FEE SHALL NOT BE
REFUNDABLE UNDER ANY CIRCUMSTANCES EXCEPT IN THE CASE OF MANIFEST ERROR BY THE
BANK IN THE COMPUTATION OF THE UNUSED FEE, WHICH ERROR IS RAISED BY THE BORROWER
TO THE BANK WITHIN SIXTY (60) DAYS OF PAYMENT OF SUCH UNUSED FEE.
1.2.
NOTE.
THE NOTE AND RENEWALS, EXTENSIONS, AMENDMENTS AND
RESTATEMENTS THEREOF ACCEPTABLE TO THE BANK SHALL SET FORTH THE INTEREST RATE,
REPAYMENT AND OTHER PROVISIONS, THE TERMS OF WHICH ARE INCORPORATED INTO THIS
AGREEMENT BY REFERENCE.
2.
SECURITY.
THE SECURITY FOR REPAYMENT OF THE LOAN SHALL INCLUDE
BUT NOT BE LIMITED TO THE COLLATERAL, GUARANTIES AND OTHER DOCUMENTS HERETOFORE,
CONTEMPORANEOUSLY OR HEREAFTER EXECUTED AND DELIVERED TO THE BANK (THE "SECURITY
DOCUMENTS"), WHICH SHALL SECURE REPAYMENT OF OBLIGATIONS UNDER THE LOAN, THE
NOTE AND THE OTHER LOAN DOCUMENTS (AS DEFINED BELOW), INCLUDING ANY ADVANCES,
DEBTS, LIABILITIES, OBLIGATIONS, COVENANTS AND DUTIES OWING BY THE BORROWER TO
THE BANK UNDER THE LOAN DOCUMENTS, OF ANY KIND OR NATURE, PRESENT OR FUTURE
(INCLUDING ANY INTEREST ACCRUING THEREON AFTER MATURITY, OR AFTER THE FILING OF
ANY PETITION IN BANKRUPTCY, OR THE COMMENCEMENT OF ANY INSOLVENCY,
REORGANIZATION OR LIKE PROCEEDING RELATING TO THE BORROWER, WHETHER OR NOT A
CLAIM FOR POST-FILING OR POST-PETITION INTEREST IS ALLOWED IN SUCH PROCEEDING),
WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, JOINT OR SEVERAL, DUE OR TO
BECOME DUE, NOW EXISTING OR HEREAFTER ARISING; AND ANY AMENDMENTS,
2
EXTENSIONS, RENEWALS AND INCREASES OF OR TO ANY OF THE FOREGOING, AND ALL
REASONABLE OUT-OF-POCKET COSTS AND