INTEREST RATE APPLICABLE
TO THE ADVANCES, ON ALL PAYMENTS RECEIVED BY BANK.
THE FLOAT CHARGE FOR EACH
MONTH SHALL BE PAYABLE ON THE LAST DAY OF THE MONTH.
BANK SHALL NOT, HOWEVER,
BE REQUIRED TO CREDIT BORROWER'S ACCOUNT FOR THE AMOUNT OF ANY ITEM OF PAYMENT
WHICH IS UNSATISFACTORY TO BANK IN ITS GOOD FAITH BUSINESS JUDGMENT, AND BANK
MAY CHARGE BORROWER'S DESIGNATED DEPOSIT ACCOUNT FOR THE AMOUNT OF ANY ITEM OF
PAYMENT WHICH IS RETURNED TO BANK UNPAID.
2.4
FEES.
BORROWER SHALL PAY TO BANK:
(A)
COMMITMENT FEE.
(I) A FULLY EARNED,
NON-REFUNDABLE COMMITMENT FEE OF FIFTY TWO THOUSAND FIFTY FOUR
AND 79/100
DOLLARS ($52,054.79), PAYABLE ON THE EFFECTIVE DATE; AND (II) A FULLY EARNED,
NON-REFUNDABLE ANNIVERSARY FEE OF ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS
($125,000), PAYABLE ON THE EARLIEST TO OCCUR OF (X) DECEMBER 1, 2009; (Y) THE
TERMINATION OF THIS AGREEMENT; AND (Z) THE OCCURRENCE OF AN EVENT OF DEFAULT.
(B)
LETTER OF CREDIT FEE.
BANK'S CUSTOMARY FEES
AND EXPENSES FOR THE ISSUANCE OR RENEWAL OF LETTERS OF CREDIT, UPON THE
ISSUANCE, EACH ANNIVERSARY OF THE ISSUANCE, AND THE RENEWAL OF SUCH LETTER OF
CREDIT BY BANK;
(C)
TERMINATION FEE.
SUBJECT TO THE TERMS OF
SECTION 12.1, A TERMINATION FEE, IF AND WHEN DUE IN ACCORDANCE WITH
SECTION 12.1;
4
(D)
UNUSED REVOLVING LINE FACILITY FEE.
A FEE
(THE "UNUSED REVOLVING LINE FACILITY FEE"), WHICH FEE SHALL BE PAID MONTHLY, IN
ARREARS, ON THE LAST DAY OF EACH MONTH, IN AN AMOUNT EQUAL TO ONE-HALF OF ONE
PERCENT (0.50%) PER ANNUM OF THE AVERAGE UNUSED PORTION OF THE REVOLVING LINE,
AS 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 (AS DESCRIBED IN SECTION 2.1.3).
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 WITHIN 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 REASONABLE 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