CHANGES TO THE INTEREST RATE OF ANY
CREDIT EXTENSION BASED ON CHANGES TO THE PRIME RATE SHALL BE EFFECTIVE ON THE
EFFECTIVE DATE OF ANY CHANGE TO THE PRIME RATE AND TO THE EXTENT OF ANY SUCH
CHANGE.
(D)
360-DAY YEAR.
INTEREST SHALL BE COMPUTED ON THE BASIS OF A
360-DAY YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED.
(E)
DEBIT OF ACCOUNTS.
BANK MAY DEBIT THE DESIGNATED DEPOSIT ACCOUNT,
FOR PRINCIPAL AND INTEREST PAYMENTS OR ANY OTHER AMOUNTS BORROWER OWES BANK WHEN
DUE.
THESE DEBITS SHALL NOT CONSTITUTE A SET-OFF.
(F)
PAYMENTS.
UNLESS OTHERWISE PROVIDED, INTEREST IS PAYABLE MONTHLY
ON THE FIRST (1ST) CALENDAR CAY OF EACH MONTH.
PAYMENTS OF PRINCIPAL AND/OR
INTEREST 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.
2.4
EARLY TERMINATION.
THIS AGREEMENT MAY BE TERMINATED PRIOR TO THE
REVOLVING LINE MATURITY DATE AS FOLLOWS: (I) BY BORROWER, EFFECTIVE THREE
BUSINESS DAYS AFTER WRITTEN NOTICE OF TERMINATION IS GIVEN TO BANK; OR (II) BY
BANK AT ANY TIME AFTER THE OCCURRENCE OF
AN EVENT OF DEFAULT, WITHOUT NOTICE,
EFFECTIVE IMMEDIATELY.
IF THIS AGREEMENT IS TERMINATED (A) BY BANK IN
ACCORDANCE WITH CLAUSE (II) IN THE FOREGOING SENTENCE, OR (B) BY BORROWER FOR
ANY REASON, BORROWER SHALL PAY TO BANK A TERMINATION FEE IN AN AMOUNT EQUAL TO
ONE PERCENT (1.0%) OF THE REVOLVING LINE (THE "EARLY TERMINATION FEE").
THE
EARLY TERMINATION FEE SHALL BE DUE AND PAYABLE ON THE EFFECTIVE DATE OF SUCH
TERMINATION AND THEREAFTER SHALL BEAR INTEREST AT A RATE EQUAL TO THE HIGHEST
RATE APPLICABLE TO ANY OF THE OBLIGATIONS.
NOTWITHSTANDING THE FOREGOING, BANK
AGREES TO WAIVE THE EARLY TERMINATION FEE IF BANK AGREES TO REFINANCE AND
REDOCUMENT THIS AGREEMENT UNDER ANOTHER DIVISION OF BANK (IN ITS SOLE AND
EXCLUSIVE DISCRETION) PRIOR TO THE REVOLVING LINE MATURITY DATE.
2.5
FEES.
BORROWER SHALL PAY TO BANK:
(A)
COMMITMENT FEE.
A NON-REFUNDABLE COMMITMENT FEE OF TWENTY-TWO
THOUSAND FIVE HUNDRED DOLLARS ($22,500.00) WAS PREVIOUSLY FULLY EARNED UPON
BORROWER'S EXECUTION OF THE TERM SHEET AND SHALL BE DUE AND PAYABLE ON THE
EFFECTIVE DATE;
(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;
(C)
UNUSED REVOLVING LINE FACILITY FEE.
A FEE (THE "UNUSED REVOLVING
LINE FACILITY FEE"), PAYABLE QUARTERLY, IN ARREARS, ON A CALENDAR YEAR BASIS, 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.
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 THE SUSPENSION OR