AT ALL TIMES EQUAL TO THE REFERENCE RATE PLUS 2.00% PER ANNUM.
(E)
BORROWER AGREES TO PAY TO LENDER A COMMISSION (THE "LETTER OF
CREDIT COMMISSION") OF 1.5% PER ANNUM UPON THE UNDRAWN FACE AMOUNT OF EACH
LETTER OF CREDIT ISSUED BY LENDER OUTSTANDING FROM TIME TO TIME.
THE LETTER OF
CREDIT COMMISSION FOR EACH LETTER OF CREDIT SHALL BE PAYABLE IN ADVANCE: (1) ON
THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT FOR THE INITIAL PERIOD FROM THE
DATE OF ISSUANCE THROUGH, TO AND INCLUDING THE DAY PRECEDING THE IMMEDIATELY
FOLLOWING QUARTERLY PAYMENT DATE; AND (2) ON EACH QUARTERLY PAYMENT DATE
FOLLOWING SUCH ISSUANCE DATE FOR THE FOLLOWING QUARTER (OR, ANY LESSER PERIOD IF
THE RELEVANT LETTER OF CREDIT IS SCHEDULED TO EXPIRE PRIOR TO THE END OF SUCH
QUARTER).
BORROWER FURTHER AGREES TO PAY TO LENDER ALL REASONABLE AND CUSTOMARY
CHARGES, FEES AND EXPENSES WHICH LENDER MAY GENERALLY ASSESS TO ITS CUSTOMERS IN
CONNECTION WITH, AND ANY AND ALL EXPENSES WHICH LENDER MAY PAYOR INCUR IN
CONNECTION WITH, THE ISSUANCE, EXTENSION, AMENDMENT OR PAYMENT OF ANY LETTER OF
CREDIT.
(F)
THE RIGHTS OF LENDER AGAINST BORROWER HEREUNDER SHALL BE IN
ADDITION TO ALL RIGHTS UNDER (AND SHALL CONTROL OVER ANY CONFLICT UNDER) ANY
LETTER OF CREDIT APPLICATION.
5.
INTEREST.
BORROWER AGREES TO PAY INTEREST ON THE OUTSTANDING
PRINCIPAL AMOUNT OF EACH LOAN AT THE RATES AND AT THE TIMES SPECIFIED IN THE
NOTE EVIDENCING SUCH LOAN.
EACH CHANGE IN THE INTEREST RATES DUE TO A CHANGE IN
THE REFERENCE RATE SHALL TAKE EFFECT SIMULTANEOUSLY WITH THE CORRESPONDING
CHANGE IN THE REFERENCE RATE.
INTEREST MAY BE CHARGED TO BORROWER'S LOAN
ACCOUNT AS AN ADVANCE AT LENDER'S OPTION, WHETHER OR NOT BORROWER THEN HAS A
RIGHT TO OBTAIN AN ADVANCE PURSUANT TO THE TERMS OF THIS AGREEMENT.
6.
SET-OFF; ETC.
UPON THE OCCURRENCE OF A DEFAULT OR AN EVENT OF
DEFAULT, LENDER IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, WITHOUT
NOTICE TO BORROWER (ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY BORROWER), TO SET
OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND,
PROVISIONAL OR FINAL) AT ANY TIME HELD AND OTHER INDEBTEDNESS AT ANY TIME OWING
BY LENDER OR ANY PARTICIPANT TO OR FOR THE CREDIT OR THE ACCOUNT OF BORROWER,
ANY AMOUNTS HELD IN ANY ACCOUNT MAINTAINED AT LENDER OR ANY PARTICIPANT, AGAINST
ANY AND ALL AMOUNTS WHICH MAY BE OWED TO LENDER OR ANY PARTICIPANT BY BORROWER
WHETHER IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE AND IRRESPECTIVE OF
WHETHER BORROWER SHALL HAVE MADE ANY REQUESTS UNDER THIS AGREEMENT.
7.
COLLECTION.
(A)
AT ANY TIME AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, LENDER
MAY NOTIFY ACCOUNT DEBTORS ON THE RECEIVABLES (THE "CUSTOMERS") AT ANY TIME THAT
RECEIVABLES HAVE BEEN ASSIGNED TO LENDER AND COLLECT THEM DIRECTLY IN LENDER'S
OWN NAME BUT UNLESS AND UNTIL LENDER DOES SO OR GIVES BORROWER OTHER
INSTRUCTIONS, BORROWER SHALL MAKE COLLECTION FOR LENDER AT BORROWER'S SALE COST
AND EXPENSE.
FOLLOWING THE OCCURRENCE OF AN