TO FOUR AND
ONE-HALF OF ONE PERCENT (4.50%) PER
18
ANNUM (COMPUTED ON THE BASIS OF A 360-DAY YEAR, ACTUAL DAYS ELAPSED) OF THE FACE
AMOUNT THEREOF, AND (II) FEES UPON THE PAYMENT OR NEGOTIATION OF EACH DRAWING
UNDER ANY LETTER OF CREDIT AND FEES UPON THE OCCURRENCE OF ANY OTHER ACTIVITY
WITH RESPECT TO ANY LETTER OF CREDIT (INCLUDING WITHOUT LIMITATION, THE
TRANSFER, AMENDMENT OR CANCELLATION OF ANY LETTER OF CREDIT) DETERMINED IN
ACCORDANCE WITH BANK'S STANDARD FEES AND CHARGES THEN IN EFFECT FOR SUCH
ACTIVITY.
(B)
AUDIT FEES. THE BORROWER SHALL PAY THE
LENDER, ON DEMAND, AUDIT FEES IN CONNECTION WITH ANY AUDITS OR INSPECTIONS
CONDUCTED BY THE LENDER OF ANY COLLATERAL OR THE BORROWER'S OPERATIONS OR
BUSINESS AT THE RATES ESTABLISHED FROM TIME TO TIME BY THE LENDER AS ITS AUDIT
FEES (WHICH FEES ARE $125 PER HOUR PER AUDITOR), TOGETHER WITH ALL ACTUAL
OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONDUCTING ANY SUCH AUDIT OR
INSPECTION.
(C)
TERMINATION AND LINE REDUCTION FEES.
IF
THE CREDIT FACILITY IS TERMINATED (I) BY THE LENDER DURING A DEFAULT PERIOD THAT
BEGINS BEFORE A MATURITY DATE, (II) BY THE BORROWER (A) AS OF A DATE OTHER THAN
A MATURITY DATE OR (B) AS OF A MATURITY DATE BUT WITHOUT THE LENDER HAVING
RECEIVED WRITTEN NOTICE OF SUCH TERMINATION AT LEAST 90 DAYS BEFORE SUCH
MATURITY DATE, OR IF THE BORROWER REDUCES THE MAXIMUM LINE, THE BORROWER SHALL
PAY TO THE LENDER A FEE IN AN AMOUNT EQUAL TO ONE PERCENT (1.0%) OF THE MAXIMUM
LINE (OR THE REDUCTION OF THE MAXIMUM LINE, AS THE CASE MAY BE).
(D)
WAIVER OF TERMINATION FEES.
THE BORROWER
WILL NOT BE REQUIRED TO PAY THE TERMINATION FEES OTHERWISE DUE UNDER SUBSECTION
(D) IF SUCH TERMINATION IS MADE BECAUSE OF REFINANCING BY AN AFFILIATE OF THE
LENDER.
(E)
UNUSED LINE FEE. THE BORROWER AGREES TO PAY
TO THE LENDER AN UNUSED LINE FEE AT THE RATE OF 0.50% PER ANNUM ON THE AVERAGE
DAILY UNUSED AMOUNT FROM THE DATE OF THIS AGREEMENT TO AND INCLUDING THE
TERMINATION DATE, DUE AND PAYABLE MONTHLY IN ARREARS ON THE FIRST DAY OF THE
MONTH AND ON THE TERMINATION DATE.
FOR THE PURPOSES OF THIS SECTION 2.11(E),
"UNUSED AMOUNT" MEANS THE MAXIMUM LINE REDUCED BY THE SUM OF (1) OUTSTANDING
REVOLVING ADVANCES AND (2) THE L/C AMOUNT.
(F)
OTHER FEES. THE LENDER MAY FROM TIME TO
TIME, UPON FIVE (5) DAYS PRIOR NOTICE TO THE BORROWER DURING A DEFAULT PERIOD,
CHARGE ADDITIONAL FEES FOR REVOLVING ADVANCES MADE IN EXCESS OF THE BORROWING
BASE, FOR LATE DELIVERY OF REPORTS, IN LIEU OF IMPOSING INTEREST AT THE DEFAULT
RATE, AND FOR OTHER REASONS. THE BORROWER'S REQUEST FOR A REVOLVING ADVANCE AT
ANY TIME AFTER SUCH NOTICE IS GIVEN AND SUCH FIVE (5) DAY PERIOD HAS ELAPSED
SHALL CONSTITUTE THE BORROWER'S AGREEMENT TO PAY THE FEES DESCRIBED IN SUCH
NOTICE.
Section 2.12
Time for Interest Payments; Payment on
Non-Banking Days; Computation of Interest and Fees.
(A)
TIME FOR INTEREST PAYMENTS. INTEREST
ACCRUING