RATE CHANGES.
(C)
360-DAY YEAR.
INTEREST IS COMPUTED ON THE
BASIS OF A 360 DAY YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED.
(D)
DEBIT OF ACCOUNTS.
BANK MAY DEBIT ANY OF
BORROWER'S DEPOSIT OR OPERATING ACCOUNTS AT BANK FOR PRINCIPAL AND INTEREST
PAYMENTS WHEN DUE, OR ANY OTHER AMOUNTS BORROWER OWES BANK HEREUNDER OR PURSUANT
HERETO, WHEN DUE. BANK SHALL PROMPTLY NOTIFY BORROWER AFTER IT DEBITS BORROWER'S
ACCOUNTS.
THESE DEBITS SHALL NOT CONSTITUTE A SET-OFF.
(E)
PAYMENTS.
INTEREST IS PAYABLE MONTHLY ON
THE FIRST CALENDAR DAY OF EACH MONTH.
PAYMENTS RECEIVED AFTER 12:00 NOON
EASTERN TIME ARE CONSIDERED RECEIVED AT THE OPENING OF BUSINESS ON THE NEXT
BUSINESS DAY.
WHEN A PAYMENT IS DUE ON A DAY THAT IS NOT A BUSINESS DAY, THE
PAYMENT IS DUE THE NEXT BUSINESS DAY AND ADDITIONAL FEES OR INTEREST, AS
APPLICABLE, SHALL CONTINUE TO ACCRUE TO THE DATE OF PAYMENT.
2.4
FEES.
BORROWER SHALL PAY TO BANK:
(A)
COMMITMENT FEE.
A NON-REFUNDABLE
COMMITMENT FEE AS FOLLOWS: (I) $30,000.00 DUE AND PAYABLE ON THE CLOSING DATE
WHICH SHALL BE DEEMED EARNED ON THE CLOSING DATE, AND (II) IF THIS AGREEMENT HAS
NOT BEEN TERMINATED, $30,000.00 DUE AND PAYABLE ON AUGUST 10, 2005 WHICH SHALL
BE DEEMED EARNED ON AUGUST 10, 2005; AND
(B)
LETTER OF CREDIT FEE.
THE BORROWER SHALL
PAY THE BANK'S CUSTOMARY FEES AND EXPENSES FOR THE ISSUANCE OR RENEWAL OF
LETTERS OF CREDIT, INCLUDING, WITHOUT LIMITATION, A LETTER OF CREDIT FEE OF ONE
PERCENT (1.0%) PER ANNUM OF THE FACE AMOUNT OF EACH LETTER OF CREDIT ISSUED,
UPON THE ISSUANCE OR RENEWAL OF SUCH LETTER OF CREDIT BY THE BANK; AND
(C)
UNUSED REVOLVING LINE FACILITY FEE.
IN
ADDITION TO THE FOREGOING, AS COMPENSATION FOR THE BANK'S MAINTENANCE OF
SUFFICIENT FUNDS AVAILABLE FOR SUCH PURPOSE, THE BANK SHALL HAVE EARNED A FEE
FOR SO LONG AS THIS AGREEMENT IS IN EFFECT AND HAS NOT BEEN TERMINATED (THE
"UNUSED REVOLVING LINE FACILITY FEE"), WHICH FEE SHALL BE DUE AND PAID
QUARTERLY, IN ARREARS, ON A CALENDAR YEAR BASIS, IN AN AMOUNT EQUAL TO ONE
QUARTER OF ONE PERCENT (0.25%) PER ANNUM OF THE AVERAGE UNUSED PORTION OF THE
REVOLVING LINE, AS DETERMINED BY THE BANK. THE BORROWER SHALL NOT BE ENTITLED TO
ANY CREDIT, REBATE OR REPAYMENT OF ANY UNUSED REVOLVING LINE FACILITY FEE
PREVIOUSLY PAID TO THE BANK PURSUANT TO THIS SECTION. NOTWITHSTANDING THE
FOREGOING, AN UNUSED REVOLVING LINE FACILITY FEE SHALL NOT BE DUE PROVIDED THAT
BORROWER MAINTAINS AN AVERAGE FOR THE SUBJECT QUARTERLY PERIOD, OF AT LEAST
$800,000.00 IN A NON-INTEREST BEARING CHECKING ACCOUNT WITH BANK. IN THE EVENT
THAT THE BORROWER DOES NOT MAINTAIN AT LEAST $800,000.00 IN AVERAGE BALANCES
WITH BANK, BORROWER SHALL BE ENTITLED TO A PRO-RATA FEE REDUCTION TO THE EXTENT
OF THE BALANCES MAINTAINED IN SUCH ACCOUNTS AT BANK, ON AVERAGE, DURING THE
SUBJECT QUARTERLY PERIOD; AND
(D)
BANK EXPENSES.
ALL BANK EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED THROUGH AND AFTER THE CLOSING
DATE, WHEN DUE.
3
CONDITIONS OF LOANS
3.1