WITH RESPECT TO THE LIBOR RATE LOANS FREE AND CLEAR OF, AND WITHOUT
DEDUCTION FOR, ANY TAXES.
IF (A) LENDER SHALL BE SUBJECT TO ANY TAX IN RESPECT
OF ANY LIBOR RATE LOANS OR ANY PART THEREOF OR, (B) BORROWERS SHALL BE REQUIRED
TO WITHHOLD OR DEDUCT ANY TAX FROM ANY SUCH AMOUNT, THE LIBOR RATE APPLICABLE TO
SUCH LIBOR RATE LOANS SHALL BE ADJUSTED BY LENDER TO REFLECT ALL ADDITIONAL
COSTS INCURRED BY LENDER IN CONNECTION WITH THE PAYMENT BY LENDER OR THE
WITHHOLDING BY A BORROWER OF SUCH TAX AND BORROWERS SHALL PROVIDE LENDER WITH A
STATEMENT DETAILING THE AMOUNT OF ANY SUCH TAX ACTUALLY PAID BY BORROWERS.
DETERMINATION BY LENDER OF THE AMOUNT OF SUCH COSTS SHALL BE CONCLUSIVE, ABSENT
MANIFEST ERROR.
IF AFTER ANY SUCH ADJUSTMENT ANY PART OF ANY TAX PAID BY LENDER
IS SUBSEQUENTLY RECOVERED BY LENDER, LENDER SHALL REIMBURSE BORROWERS TO THE
EXTENT OF THE AMOUNT SO RECOVERED.
A CERTIFICATE OF AN OFFICER OF LENDER
SETTING FORTH THE AMOUNT OF SUCH RECOVERY AND THE BASIS THEREFOR SHALL BE
CONCLUSIVE, ABSENT MANIFEST ERROR.
(VII)
EACH REQUEST FOR LIBOR RATE LOANS SHALL BE IN AN AMOUNT NOT LESS
THAN FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000), AND IN INTEGRAL
MULTIPLES OF, ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000).
(VIII)
UNLESS OTHERWISE SPECIFIED BY A BORROWER, ALL LOANS SHALL BE PRIME
RATE LOANS.
16
(IX)
NO MORE THAN FIVE (5) INTEREST PERIODS MAY BE IN EFFECT WITH
RESPECT TO OUTSTANDING LIBOR RATE LOANS AT ANY ONE TIME.
C)
FEES AND CHARGES.
(I)
CLOSING FEE:
BORROWERS SHALL JOINTLY AND SEVERALLY PAY TO LENDER
A CLOSING FEE OF ONE HUNDRED TEN THOUSAND DOLLARS ($110,000), WHICH FEE SHALL BE
FULLY EARNED ON THE DATE OF DISBURSEMENT OF THE INITIAL LOANS HEREUNDER AND
PAYABLE AS FOLLOWS: (X) EIGHTY THOUSAND DOLLARS ($80,000) ON THE DATE OF
DISBURSEMENT OF THE INITIAL LOANS HEREUNDER AND (Y) THIRTY THOUSAND DOLLARS
($30,000) ON THE FIRST ANNIVERSARY OF THE DATE HEREOF.
(II)
UNUSED LINE FEE:
BORROWERS SHALL JOINTLY AND SEVERALLY PAY TO
LENDER AN UNUSED LINE FEE OF ONE-QUARTER OF ONE PERCENT (0.25%) OF THE
DIFFERENCE BETWEEN THE MAXIMUM REVOLVING LOAN LIMIT AND THE AVERAGE DAILY
BALANCE OF THE REVOLVING LOANS PLUS THE LETTER OF CREDIT OBLIGATIONS FOR EACH
MONTH, WHICH FEE SHALL BE FULLY EARNED BY LENDER AND PAYABLE QUARTERLY IN
ARREARS ON THE FIRST BUSINESS DAY OF EACH CALENDAR QUARTER.
SAID FEE SHALL BE
CALCULATED ON THE BASIS OF A 360 DAY YEAR.
(III)
COSTS AND EXPENSES:
BORROWERS SHALL REIMBURSE LENDER FOR ALL
COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, LEGAL EXPENSES AND REASONABLE
ATTORNEYS' FEES (WHETHER FOR INTERNAL OR OUTSIDE COUNSEL) INCURRED BY LENDER IN
CONNECTION WITH THE (I) DOCUMENTATION AND CONSUMMATION OF THIS TRANSACTION AND
ANY OTHER TRANSACTIONS BETWEEN BORROWERS AND LENDER, INCLUDING, WITHOUT
LIMITATION, UNIFORM COMMERCIAL CODE AND OTHER PUBLIC RECORD SEARCHES AND
FILINGS, OVERNIGHT COURIER OR OTHER EXPRESS OR MESSENGER DELIVERY, APPRAISAL
COSTS, SURVEYS, TITLE INSURANCE AND ENVIRONMENTAL AUDIT OR REVIEW COSTS;
(II) COLLECTION, PROTECTION OR ENFORCEMENT OF ANY RIGHTS