Common use of FOREIGN EXCHANGE CONTRACTS Clause in Contracts

FOREIGN EXCHANGE CONTRACTS. (a) In accordance with the terms of this Agreement and subject to the limitations set forth below, Borrower may enter foreign exchange contracts (the "Exchange Contracts"), under which Silicon will sell to or purchase from Borrower foreign currency on a spot or future basis. The aggregate face amount of all outstanding Exchange Contracts from time to time shall not exceed the amount shown on the Schedule (the "Letter of Credit and Exchange Contract Sublimit"), and shall be reserved against Loans which would otherwise be available hereunder. Borrower may not request any Exchange Contracts if it is out of compliance with any provision of this Agreement. Except as otherwise agreed by Silicon, Exchange Contracts must provide for delivery of settlement on or before the 90th day after the Maturity Date, or if such day is not a Business Day, then on the next succeeding Business Day. The amount of Loans available shall be reduced in an amount equal to the following (the "Foreign Exchange Reserve") on any given day (the "Determination Date"): (i) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed less than two Business Days after the Determination Date, 10% of the gross amount of the Exchange Contracts; plus (ii) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed more than two Business Days after the Determination Date, 100% of the gross amount of the Exchange Contracts, less the amount debited by Silicon from ---- deposit accounts of Borrower with Silicon to cover such Exchange Contracts, which Borrower hereby authorizes. If Silicon takes a Foreign Exchange Reserve pursuant to clause (ii) of the foregoing sentence, such Foreign Exchange Reserve shall be deemed a Loan in like amount. (b) Silicon may terminate the Exchange Contracts if (a) an Event of Default occurs under Sections 7.1(b), 7.1(i), 7.1(j) or 7.1(k) hereof or any other Event of Default has occurred and Silicon has accelerated Borrower's Obligations under this Agreement or (b) there is not sufficient availability under the Credit Limit and Borrower does not have available funds in its deposit account for the Foreign Exchange Reserve. If Silicon terminates the Exchange Contracts pursuant to this Section 1.6, Borrower will reimburse Silicon for all fees, costs and expenses reasonably incurred by Silicon in connection with the Exchange Contracts. (c) Borrower may not permit the total of all Exchange Contracts on which delivery is to be effected and settlement allowed in any two Business Day period to be more than $270,000 (the "Settlement Limit") nor may Borrower permit the total of all Exchange Contracts outstanding at any one time, to exceed the Letter of Credit and Exchange Contract Sublimit. However, the amount which may be settled in any two Business Day period may be increased above the Settlement Limit if: (i) there is sufficient availability under the Credit Limit in the amount of the Foreign Exchange Reserve for each Determination Date, provided Silicon, with the prior consent of the Borrower, may reserve the full amount of the Foreign Exchange Reserve against the Credit Limit; or (ii) there is insufficient availability under the Credit Limit for settlements within any two Business Day period, but Silicon: (A) verifies good funds overseas before crediting Borrower's deposit account (in the case of Borrower's sale of foreign currency); or (B) debits Borrower's deposit account before delivering foreign currency overseas (in the case of Borrower's purchase of foreign currency). (d) If Borrower purchases foreign currency, Borrower must in advance instruct Silicon either to treat the settlement as a Loan, or to debit Borrower's account for the amount settled. (e) Borrower will execute all Silicon's standard applications and agreements in connection with the Exchange Contracts and pay all Silicon's standard fees and charges. (f) Borrower will indemnify Silicon and hold it harmless from all claims, liabilities, demands, obligations, actions, costs and expenses (including reasonable attorneys' fees and any costs arising out of the failure of Borrower to fulfill its obligations on a timely basis) which Silicon incurs arising out of or in any way relating to any of the Exchange Contracts or any transactions contemplated thereby (collectively "Foreign Exchange Costs"), provided, however, in no event shall Borrower be responsible for Foreign Exchange Costs to the extent (i) caused by Silicon's gross negligence or willful misconduct, or (ii) attributable to Exchange Contracts entered into by Silicon for the benefit of other parties.

FOREIGN EXCHANGE CONTRACTS. Subject to the terms and conditions hereof, the Bank will from time to time, at the Borrower's request, provide to the Borrower one or more forward contracts ("Foreign Exchange Contracts") for the purchase by the Borrower of foreign currency from the Bank; provided that (i) each such Foreign Exchange Contract will be at such pricing as the Bank and the Borrower may agree at the time of execution of such Foreign Exchange Contract, (ii) the documentation for each such Foreign Exchange Contract will be in such form as is then customarily used by the Bank for transactions of this type, (iii) the Foreign Exchange Contracts will be used by the Borrower to minimize its exposure to the fluctuation of the value of those foreign currencies in which payments are expected to be made to the Borrower by customers or in which the Borrower is required to make payments to suppliers, (iv) the United States Dollar equivalent of all amounts subject to the Foreign Exchange Contracts will not exceed $2,000,000 in the aggregate, with a maximum two-day settlement requirement of $300,000, and (v) no such Foreign Exchange Contract will provide for delivery of currency after that date which is the earlier of (a) In accordance with November 1, 1999 or (b) 90 days after the date of issuance of such Foreign Exchange Contract. The Bank agrees that the Borrower may make payment for any Foreign Exchange Contract by means of an advance under this letter agreement, all of which advances will be deemed Revolving Loans for all purposes of this letter agreement, will be subject to the terms of this Agreement and subject to letter agreement (including, without limitation, the limitations set forth in the first sentence of Section 1.2 and the conditions to advance set forth in Section 1.13 below) and will be evidenced by the Revolving Note; provided, Borrower may enter foreign exchange contracts (the "Exchange Contracts")however, under which Silicon will sell to or purchase from Borrower foreign currency on a spot or future basis. The aggregate face amount of all outstanding Exchange Contracts from time to time shall not exceed the amount shown on the Schedule (the "Letter of Credit and Exchange Contract Sublimit"), and shall be reserved against Loans which would otherwise be available hereunder. Borrower may not request that any Exchange Contracts if it is out of compliance with any provision of this Agreement. Except as otherwise agreed by Silicon, Exchange Contracts must provide for delivery of settlement on or before the 90th day after the Maturity Date, or if such day is not a Business Day, then on the next succeeding Business Day. The amount of Loans available shall be reduced in an amount equal to the following (the "Foreign Exchange Reserve") on any given day (the "Determination Date"): (i) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed less than two Business Days after the Determination Date, 10% of the gross amount of the Exchange Contracts; plus (ii) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed more than two Business Days after the Determination Date, 100% of the gross amount of the Exchange Contracts, less the amount debited by Silicon from ---- deposit accounts of Borrower with Silicon to cover such Exchange Contracts, which Borrower hereby authorizes. If Silicon takes a Foreign Exchange Reserve pursuant to clause (ii) of the foregoing sentence, such Foreign Exchange Reserve shall be deemed a Revolving Loan in like amount. (b) Silicon may terminate the Exchange Contracts if (a) an Event of Default occurs under Sections 7.1(b), 7.1(i), 7.1(j) or 7.1(k) hereof or any other Event of Default has occurred and Silicon has accelerated Borrower's Obligations under this Agreement or (b) there is not sufficient availability under the Credit Limit and Borrower does not have available funds in its deposit account for the Foreign Exchange Reserve. If Silicon terminates the Exchange Contracts made pursuant to this Section 1.6, sentence will be repaid by the Borrower will reimburse Silicon for all fees, costs and expenses reasonably incurred by Silicon in connection with promptly following the Exchange Contracts. (c) Borrower may not permit the total of all Exchange Contracts on which delivery is to be effected and settlement allowed in any two Business Day period to be more than $270,000 (the "Settlement Limit") nor may Borrower permit the total of all Exchange Contracts outstanding at any one time, to exceed the Letter of Credit and Exchange Contract Sublimit. However, the amount which may be settled in any two Business Day period may be increased above the Settlement Limit if: (i) there is sufficient availability under the Credit Limit in the amount date or earlier termination of the Foreign Exchange Reserve for each Determination Date, provided Silicon, with the prior consent of the Borrower, may reserve the full amount of the Foreign Exchange Reserve against the Credit Limit; or (ii) there is insufficient availability under the Credit Limit for settlements within any two Business Day period, but Silicon: (A) verifies good funds overseas before crediting Borrower's deposit account (in the case of Borrower's sale of foreign currency); or (B) debits Borrower's deposit account before delivering foreign currency overseas (in the case of Borrower's purchase of foreign currency)Contract to which same relates. (d) If Borrower purchases foreign currency, Borrower must in advance instruct Silicon either to treat the settlement as a Loan, or to debit Borrower's account for the amount settled. (e) Borrower will execute all Silicon's standard applications and agreements in connection with the Exchange Contracts and pay all Silicon's standard fees and charges. (f) Borrower will indemnify Silicon and hold it harmless from all claims, liabilities, demands, obligations, actions, costs and expenses (including reasonable attorneys' fees and any costs arising out of the failure of Borrower to fulfill its obligations on a timely basis) which Silicon incurs arising out of or in any way relating to any of the Exchange Contracts or any transactions contemplated thereby (collectively "Foreign Exchange Costs"), provided, however, in no event shall Borrower be responsible for Foreign Exchange Costs to the extent (i) caused by Silicon's gross negligence or willful misconduct, or (ii) attributable to Exchange Contracts entered into by Silicon for the benefit of other parties.

FOREIGN EXCHANGE CONTRACTS. (ai) In accordance with Subject to the terms of this Agreement and subject to the limitations set forth belowAgreement, Borrower may enter into foreign exchange contracts (the "Exchange Contracts") not to exceed an aggregate amount of Three Million Dollars ($3,000,000) (the "Contract Limit"), under pursuant to which Silicon will Bank shall sell to or purchase from Borrower foreign currency on a spot or future basis. The aggregate face amount of all outstanding Exchange Contracts from time to time Borrower shall not exceed the amount shown on the Schedule (the "Letter of Credit and Exchange Contract Sublimit"), and shall be reserved against Loans which would otherwise be available hereunder. Borrower may not request any Exchange Contracts if at any time it is out of compliance with any provision of the provisions of this Agreement. Except as otherwise agreed by Silicon, All Exchange Contracts must provide for delivery of settlement on or before the 90th day after the Revolving Maturity Date, or if such day is not a Business Day, then on the next succeeding Business Day. The amount of Loans available under the Revolving Line at any time shall be reduced in an amount equal to by the following amounts (the "Foreign Exchange Reserve") on any given day (the "Determination Date"): (i) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed less more than two (2) Business Days after the Determination Date, ten percent (10% %) of the gross amount of the Exchange Contracts; plus (ii) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed more than within two (2) Business Days after the Determination Date, one hundred percent (100% %) of the gross amount of the Exchange Contracts, less the amount debited by Silicon from ---- deposit accounts of Borrower with Silicon to cover such Exchange Contracts, which Borrower hereby authorizes. If Silicon takes a Foreign Exchange Reserve pursuant to clause . (ii) of the foregoing sentenceBank may, such Foreign Exchange Reserve shall be deemed a Loan in like amount. (b) Silicon may its discretion, terminate the Exchange Contracts if at any time (a) that an Event of Default occurs under Sections 7.1(b), 7.1(i), 7.1(j) or 7.1(k) hereof or any other and is continuing (which Event of Default has occurred and Silicon has accelerated Borrower's Obligations under this Agreement shall not have been remedied or cured within any applicable grace period) or (b) that there is not sufficient availability under the Credit Limit Revolving Line and Borrower does not have available funds in its deposit Bank account for to satisfy the Foreign Exchange Reserve. If Silicon Bank terminates the Exchange Contracts pursuant to this Section 1.6Contracts, and without limitation of any applicable indemnities, Borrower will agrees to reimburse Silicon Bank for any and all fees, costs and expenses reasonably incurred by Silicon relating thereto or arising in connection with the Exchange Contractstherewith. (ciii) Borrower may not permit the total of all Exchange Contracts on which delivery is to be effected and settlement allowed in any two Business Day period to be more than $270,000 (the "Settlement Limit") nor may Borrower permit the total of all Exchange Contracts outstanding at any one time, to exceed the Letter of Credit and Exchange Contract Sublimit. However, the amount which may be settled in any two Business Day period may be increased above the Settlement Limit if: (i) there is sufficient availability under the Credit Limit in the amount of the Foreign Exchange Reserve for each Determination Date, provided Silicon, with the prior consent of the Borrower, may reserve the full amount of the Foreign Exchange Reserve against the Credit Limit; or (ii) there is insufficient availability under the Credit Limit for settlements within any two Business Day period, but Silicon: (A) verifies good funds overseas before crediting Borrower's deposit account (in the case of Borrower's sale of foreign currency); or (B) debits Borrower's deposit account before delivering foreign currency overseas (in In the case of Borrower's purchase of foreign currency). (d) If Borrower purchases foreign currency, Borrower must in advance shall instruct Silicon Bank upon settlement either to treat the settlement amount as a Loanan advance under the Revolving Line, or to debit Borrower's account for the amount settled. (eiv) Borrower will shall execute all Silicon's standard form applications and agreements of Bank in connection with the Exchange Contracts and, without limiting any of the terms of such applications and agreements, Borrower will pay all Silicon's standard fees and chargescharges of Bank in connection with the Exchange Contracts. (fv) Without limiting any of the other terms of this Agreement or any such standard form applications and agreements of Bank, Borrower will agrees to indemnify Silicon Bank and hold it harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, costs and expenses (including reasonable including, without limitation, attorneys' fees of counsel of Bank's choice), of every nature and any costs description which it may sustain or incur, based upon, arising out of the failure of Borrower to fulfill its obligations on a timely basis) which Silicon incurs arising out of of, or in any way relating to any of the Exchange Contracts or any transactions relating thereto or contemplated thereby (collectively "Foreign Exchange Costs"), provided, however, in no event shall Borrower be responsible for Foreign Exchange Costs to the extent (i) caused by Silicon's gross negligence or willful misconduct, or (ii) attributable to Exchange Contracts entered into by Silicon for the benefit of other partiesthereby.

FOREIGN EXCHANGE CONTRACTS. (a) In accordance with the terms of this Agreement and subject to the limitations set forth below, Borrower may enter foreign exchange contracts (the "Exchange Contracts"), under which Silicon will sell to or purchase from Borrower foreign currency on a spot or future basis. The aggregate face amount of all outstanding Exchange Contracts from time to time shall not exceed the amount shown on the Schedule (the "Letter of Credit and Exchange Contract Sublimit"), and shall be reserved against Loans which would otherwise be available hereunder. Borrower may not request any Exchange Contracts if it is out of compliance with any provision of this Agreement. Except as otherwise agreed by Silicon, Exchange Contracts must provide for delivery of settlement on or before the 90th day after the Maturity Date, or if such day is not a Business Day, then on the next succeeding Business Day. The amount of Loans available shall be reduced in an amount equal to the following (the "Foreign Exchange Reserve") on any given day (the "Determination Date"): (i) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed less than two Business Days after the Determination Date, 10% of the gross amount of the Exchange Contracts; plus (ii) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed more than two Business Days after the Determination Date, 100% of the gross amount of the Exchange Contracts, less the amount debited by Silicon from ---- deposit accounts of Borrower with Silicon to cover such Exchange Contracts, which Borrower hereby authorizes. If Silicon takes a Foreign Exchange Reserve pursuant to clause (ii) of the foregoing sentence, such Foreign Exchange Reserve shall be deemed a Loan in like amount. (b) Silicon may terminate the Exchange Contracts if (a) an Event of Default occurs under Sections 7.1(b), 7.1(i), 7.1(j) or 7.1(k) hereof or any other Event of Default has occurred and Silicon has accelerated Borrower's Obligations under this Agreement or (b) there is not sufficient availability under the Credit Limit and Borrower does not have available funds in its deposit account for the Foreign Exchange Reserve. If Silicon terminates the Exchange Contracts pursuant to this Section 1.6, Borrower will reimburse Silicon for all fees, costs and expenses reasonably incurred by Silicon in connection with the Exchange Contracts. (c) Borrower may not permit the total of all Exchange Contracts on which delivery is to be effected and settlement allowed in any two Business Day period to be more than $270,000 230,000 (the "Settlement Limit") nor may Borrower permit the total of all Exchange Contracts outstanding at any one time, to exceed the Letter of Credit and Exchange Contract Sublimit. However, the amount which may be settled in any two Business Day period may be increased above the Settlement Limit if: (i) there is sufficient availability under the Credit Limit in the amount of the Foreign Exchange Reserve for each Determination Date, provided Silicon, with the prior consent of the Borrower, may reserve the full amount of the Foreign Exchange Reserve against the Credit Limit; or (ii) there is insufficient availability under the Credit Limit for settlements within any two Business Day period, but Silicon: (A) verifies good funds overseas before crediting Borrower's deposit account (in the case of Borrower's sale of foreign currency); or (B) debits Borrower's deposit account before delivering foreign currency overseas (in the case of Borrower's purchase of foreign currency). (d) If Borrower purchases foreign currency, Borrower must in advance instruct Silicon either to treat the settlement as a Loan, or to debit Borrower's account for the amount settled. (e) Borrower will execute all Silicon's standard applications and agreements in connection with the Exchange Contracts and pay all Silicon's standard fees and charges. (f) Borrower will indemnify Silicon and hold it harmless from all claims, liabilities, demands, obligations, actions, costs and expenses (including reasonable attorneys' fees and any costs arising out of the failure of Borrower to fulfill its obligations on a timely basis) which Silicon incurs arising out of or in any way relating to any of the Exchange Contracts or any transactions contemplated thereby (collectively "Foreign Exchange Costs"), provided, however, in no event shall Borrower be responsible for Foreign Exchange Costs to the extent (i) caused by Silicon's gross negligence or willful misconduct, or (ii) attributable to Exchange Contracts entered into by Silicon for the benefit of other parties.

FOREIGN EXCHANGE CONTRACTS. (aA) In accordance with Subject to and upon the terms and conditions of this Agreement Loan Agreement, Binks may request, and subject to the limitations set forth belowLaSalle will, Borrower may enter foreign exchange contracts (the "Exchange Contracts"), under which Silicon will sell to or purchase from Borrower foreign currency on a spot or future basis. The aggregate face amount of all outstanding Exchange Contracts from time to time on or after the date of this Loan Agreement, enter into one or more Foreign Exchange Contracts; PROVIDED THAT in no event shall not exceed the amount shown on the Schedule (the "Letter of Credit and LaSalle execute a Foreign Exchange Contract Sublimit"), and shall be reserved against Loans which would otherwise be available hereunder. Borrower may not request any Exchange Contracts if it is out of compliance with any provision of this Agreement. Except as otherwise agreed by Silicon, Exchange Contracts must provide for delivery of settlement on or before (1) the 90th day after the Maturity Date, or if such day is not a Business Day, then on the next succeeding Business Day. The amount of Loans available shall be reduced in an amount equal to the following (the "Foreign Exchange Reserve") on any given day (Exposure thereunder, together with the "Determination Date"): (i) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed less than two Business Days after the Determination Date, 10% of the gross then aggregate unpaid principal amount of the Exchange Contracts; plus (ii) on Advances made under SECTION 3.1 hereof and all then outstanding Exchange Contracts on which delivery is to be effected or settlement allowed more than two Business Days after the Determination Date, 100% of the gross amount of the Exchange Contracts, less the amount debited by Silicon from ---- deposit accounts of Borrower with Silicon to cover such Exchange Contracts, which Borrower hereby authorizes. If Silicon takes a Foreign Exchange Reserve pursuant to clause Obligations shall exceed Five Million and no/100 Dollars (ii) of the foregoing sentence, such Foreign Exchange Reserve shall be deemed a Loan in like amount. (b) Silicon may terminate the Exchange Contracts if (a) an Event of Default occurs under Sections 7.1(b$5,000,000.00), 7.1(i), 7.1(j) or 7.1(k) hereof or any other Event of Default has occurred and Silicon has accelerated Borrower's Obligations under this Agreement ; or (b2) there is not sufficient availability under the Credit Limit and Borrower does not have available funds in its deposit account for the Foreign Exchange Reserve. If Silicon terminates the Exchange Contracts pursuant to this Section 1.6, Borrower will reimburse Silicon for all fees, costs and expenses reasonably incurred by Silicon in connection with the Exchange Contracts. (c) Borrower may not permit the total of all Exchange Contracts on which delivery is to be effected and settlement allowed in any two Business Day period to be more than $270,000 (the "Settlement Limit") nor may Borrower permit the total of all Exchange Contracts outstanding at any one time, to exceed the Letter of Credit and Exchange Contract Sublimit. However, the amount which may be settled in any two Business Day period may be increased above the Settlement Limit if: (i) there is sufficient availability under the Credit Limit in the aggregate amount of the Foreign Exchange Reserve for each Determination DateObligations, provided Silicon, with the prior consent of the Borrower, may reserve the full amount of including the Foreign Exchange Reserve against Obligations thereunder, shall exceed Five Hundred Thousand and no/100 Dollars ($500,000.00). Binks shall give LaSalle written notice thereof no later than 11:00 a.m. (Chicago time) at least two (2) business days prior to entering into such Foreign Exchange Contract (or such shorter period of time to which LaSalle may agree), together with a summary of all material provisions of such Foreign Exchange Contract and the Credit Limitdate on which such Foreign Exchange Contract is to be executed. Each Foreign Exchange Contract shall be in form, scope and substance reasonably satisfactory to LaSalle and shall have an expiration date of the earlier to occur of (a) one year from the date thereof; or (iib) there is insufficient availability July 12, 1997. Each payment by LaSalle with respect to or under a Foreign Exchange Contract shall be promptly reimbursed by Binks, together with interest thereon at the Credit Limit for settlements within Prime Rate, and if not so reimbursed, any two Business Day period, but Silicon: (A) verifies good funds overseas before crediting Borrower's deposit account (in such payments made under such Foreign Exchange Contract by LaSalle shall be deemed an Advance under SECTION 3.1 hereof made at the case of Borrower's sale of foreign currency); or Prime Rate. (B) debits Borrower's deposit account before delivering foreign currency overseas (in the case of Borrower's purchase of foreign currency). (d) If Borrower purchases foreign currency, Borrower must in advance instruct Silicon either to treat the settlement as a Loan, or to debit Borrower's account Each request for the amount settled. (e) Borrower will execute all Silicon's standard applications execution of a Foreign Exchange contract made pursuant to and agreements in connection accordance with the Exchange Contracts procedures described herein shall constitute a representation and pay warranty by the Borrowers that all Silicon's standard fees and charges. (f) Borrower will indemnify Silicon and hold it harmless from all claims, liabilities, demands, obligations, actions, costs and expenses (including reasonable attorneys' fees and conditions precedent to the execution thereof have been satisfied. The execution of any costs arising out of the failure of Borrower to fulfill its obligations on a timely basis) which Silicon incurs arising out of or in any way relating to any of the Exchange Contracts or any transactions contemplated thereby (collectively "such Foreign Exchange Costs"), provided, however, in no event Contract shall Borrower be responsible for Foreign Exchange Costs subject to and upon the extent (i) caused by Silicon's gross negligence or willful misconduct, or (ii) attributable to Exchange Contracts entered into by Silicon for the benefit terms and conditions of other partiesthis Loan Agreement.

FOREIGN EXCHANGE CONTRACTS. (ai) In accordance with Subject to the terms of this Agreement and subject to the limitations set forth belowAgreement, Borrower Borrowers may enter into foreign exchange contracts (the "“Exchange Contracts"”) not to exceed an aggregate amount of One Million Dollars ($1,000,000) (the “Contract Limit”), under pursuant to which Silicon will Bank shall sell to or purchase from a Borrower foreign currency on a spot or future basis. The aggregate face amount of all outstanding Exchange Contracts from time to time No Borrower shall not exceed the amount shown on the Schedule (the "Letter of Credit and Exchange Contract Sublimit"), and shall be reserved against Loans which would otherwise be available hereunder. Borrower may not request any Exchange Contracts if at any time it is out of compliance with any provision of the provisions of this Agreement. Except as otherwise agreed by Silicon, All Exchange Contracts must provide for delivery of settlement on or before the 90th day after the Revolving Maturity Date, or if such day is not a Business Day, then on the next succeeding Business Day. The amount of Loans available under the Revolving Line at any time shall be reduced in an amount equal to by the following amounts (the "“Foreign Exchange Reserve"”) on any given day (the "“Determination Date"”): (i) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed less more than two (2) Business Days after the Determination Date, ten percent (10% %) of the gross amount of the Exchange Contracts; plus (ii) on all outstanding Exchange Contracts on which delivery is to be effected or settlement allowed more than within two (2) Business Days after the Determination Date, one hundred percent (100% %) of the gross amount of the Exchange Contracts, less the amount debited by Silicon from ---- deposit accounts of Borrower with Silicon to cover such Exchange Contracts, which Borrower hereby authorizes. If Silicon takes a Foreign Exchange Reserve pursuant to clause . (ii) of the foregoing sentenceBank may, such Foreign Exchange Reserve shall be deemed a Loan in like amount. (b) Silicon may its discretion, terminate the Exchange Contracts if at any time (a) an Event of Default occurs under Sections 7.1(b), 7.1(i), 7.1(j) or 7.1(k) hereof or any other Event of Default has occurred that the Obligations have been accelerated and Silicon has accelerated Borrower's Obligations under this Agreement remain unpaid or (b) that there is not sufficient availability under the Credit Limit Revolving Line and a Borrower does not have available funds in its deposit bank account for to satisfy the Foreign Exchange Reserve. If Silicon Bank terminates the Exchange Contracts pursuant Contracts, and without limitation of any applicable indemnities, Borrowers agree to this Section 1.6, Borrower will reimburse Silicon Bank for any and all fees, costs and expenses reasonably incurred by Silicon relating thereto or arising in connection therewith. (iii) In the case of Borrowers’ purchase of foreign currency, a Borrower in advance shall instruct Bank upon settlement either to treat the settlement amount as an advance under the Revolving Line, or to debit Borrower’s account for the amount settled. (iv) Borrowers shall execute all standard form applications and agreements of Bank in connection with the Exchange Contracts and, without limiting any of the terms of such applications and agreements, Borrowers will pay all standard fees and charges of Bank in connection with the Exchange Contracts. (cv) Borrower may not permit the total of all Exchange Contracts on which delivery is to be effected and settlement allowed in Without limiting any two Business Day period to be more than $270,000 (the "Settlement Limit") nor may Borrower permit the total of all Exchange Contracts outstanding at any one time, to exceed the Letter of Credit and Exchange Contract Sublimit. However, the amount which may be settled in any two Business Day period may be increased above the Settlement Limit if: (i) there is sufficient availability under the Credit Limit in the amount of the Foreign Exchange Reserve for each Determination Date, provided Silicon, with the prior consent other terms of the Borrower, may reserve the full amount of the Foreign Exchange Reserve against the Credit Limit; this Agreement or (ii) there is insufficient availability under the Credit Limit for settlements within any two Business Day period, but Silicon: (A) verifies good funds overseas before crediting Borrower's deposit account (in the case of Borrower's sale of foreign currency); or (B) debits Borrower's deposit account before delivering foreign currency overseas (in the case of Borrower's purchase of foreign currency). (d) If Borrower purchases foreign currency, Borrower must in advance instruct Silicon either to treat the settlement as a Loan, or to debit Borrower's account for the amount settled. (e) Borrower will execute all Silicon's such standard form applications and agreements in connection with the Exchange Contracts and pay all Silicon's standard fees and charges. (f) Borrower will of Bank, Borrowers agree to indemnify Silicon Bank and hold it harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, costs and expenses (including including, without limitation, reasonable attorneys' ’ fees of counsel mutually acceptable to Bank and any costs Borrowers), of every nature and description which it may sustain or incur, based upon, arising out of the failure of Borrower to fulfill its obligations on a timely basis) which Silicon incurs arising out of of, or in any way relating to any of the Exchange Contracts or any transactions relating thereto or contemplated thereby (collectively "Foreign Exchange Costs"), provided, however, in no event shall Borrower be responsible for Foreign Exchange Costs to the extent (i) caused by Silicon's gross negligence or willful misconduct, or (ii) attributable to Exchange Contracts entered into by Silicon for the benefit of other partiesthereby.