THE AMOUNT OF UNPAID
INTEREST ACCRUED THEREON TO THE DATE OF SUCH SALE OR DISPOSITION.
UPON PAYMENT
IN FULL OF THE PRINCIPAL OF AND INTEREST ON THE NOTE, SUCH NOTE SHALL BE
CANCELLED AND RETURNED TO THE BORROWER, PROVIDED THAT THE REVOLVING CREDIT NOTE
SHALL NOT BE CANCELLED OR RETURNED SO LONG AS THE LENDER SHALL BE OBLIGATED TO
MAKE REVOLVING CREDIT LOANS HEREUNDER.
1.10.
FORM AND TERMS OF PAYMENT.
ALL PAYMENTS BY THE BORROWER OF
PRINCIPAL OF OR INTEREST ON THE NOTES DUE TO THE LENDERS PURSUANT TO THE LOAN
DOCUMENTS SHALL BE MADE AS DESCRIBED BELOW.
ALL OTHER PAYMENTS SHALL BE MADE TO
THE AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH AND PROPORTIONATE TO
SUCH LENDER'S COMMITMENT AT THE ADDRESS HEREINAFTER SET FORTH IN THIS AGREEMENT
(OR AT SUCH OTHER ADDRESS AS THE AGENT SHALL HAVE FURNISHED TO THE BORROWER IN
WRITING) AND SHALL BE MADE IN IMMEDIATELY AVAILABLE FUNDS FREE OF ANY
COUNTERCLAIM, SET-OFF OR CHARGE.
THE BORROWER HEREBY AUTHORIZES THE AGENT TO
CHARGE, ON THE FIRST BANKING DAY OF EACH MONTH, THE BORROWER'S OPERATING ACCOUNT
OR ANY OTHER DEPOSIT ACCOUNTS FROM TIME TO TIME MAINTAINED BY THE BORROWER WITH
THE AGENT FOR THE PURPOSE OF EFFECTING PAYMENTS OF PRINCIPAL AND INTEREST ON THE
LOANS.
ANY OTHER AMOUNTS DUE TO THE LENDERS FROM THE BORROWER UNDER THE LOAN
DOCUMENTS OR OTHERWISE SHALL BE BILLED TO THE BORROWER.
IF SUCH AMOUNTS ARE NOT
PAID BY THE DATE SPECIFIED IN ANY SUCH BILL, THE AGENT IS AUTHORIZED TO EFFECT
SUCH PAYMENT BY CHARGING THE OPERATING ACCOUNT OR ANY OTHER DEPOSIT ACCOUNTS
FROM TIME TO TIME MAINTAINED BY THE BORROWER WITH THE AGENT AND GIVING PROMPT
NOTICE THEREOF TO BORROWER.
IF ANY PAYMENT DUE TO THE AGENT SHALL BECOME DUE ON
A DAY WHICH IS NOT A BANKING DAY, SUCH PAYMENT MAY BE MADE ON THE NEXT
SUCCEEDING BANKING DAY AND SUCH EXTENSION SHALL BE INCLUDED IN COMPUTING
INTEREST IN CONNECTION WITH SUCH PAYMENT.
ALL PAYMENTS MADE BY BORROWER
HEREUNDER OR UNDER ANY NOTE OR OTHER LOAN DOCUMENT WILL BE MADE WITHOUT SETOFF,
COUNTERCLAIM, OR OTHER DEFENSE.
EXCEPT AS REQUIRED BY APPLICABLE LAW, ALL SUCH
PAYMENTS WILL BE MADE FREE AND CLEAR OF, AND WITHOUT DEDUCTION OR WITHHOLDING
FOR, ANY PRESENT OR FUTURE TAXES, LEVIES, IMPOSTS, DUTIES, FEES, ASSESSMENTS OR
OTHER CHARGES OF WHATEVER NATURE NOW OR HEREAFTER IMPOSED BY ANY JURISDICTION
(OTHER THAN THE UNITED STATES) OR BY ANY POLITICAL SUBDIVISION OR TAXING
AUTHORITY THEREOF OR THEREIN (OTHER THAN OF THE UNITED STATES) WITH RESPECT TO
SUCH PAYMENTS (BUT EXCLUDING, ANY TAX IMPOSED BY ANY JURISDICTION OR BY ANY
POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF OR THEREIN (I) MEASURED BY OR
BASED ON THE NET INCOME OR NET PROFITS OF A LENDER, OR (II) TO THE EXTENT THAT
SUCH TAX RESULTS FROM A CHANGE IN THE CIRCUMSTANCES OF THE LENDER, INCLUDING A
CHANGE IN THE RESIDENCE, PLACE OF ORGANIZATION, OR PRINCIPAL PLACE OF BUSINESS
OF THE LENDER, OR A CHANGE IN THE BRANCH OR LENDING OFFICE