CONSTITUTE A LOAN OR ADVANCE UNDER THE REVOLVING CREDIT, THE WIRE TRANSFER OF
WHICH WAS INITIATED BY THE LENDER IN ACCORDANCE WITH WIRE INSTRUCTIONS PROVIDED
TO THE LENDER BY THE BORROWERS.
(F)
THE LENDER MAY RELY ON ANY REQUEST FOR A LOAN OR ADVANCE OR
FINANCIAL ACCOMMODATION WHICH THE LENDER, IN GOOD FAITH, BELIEVES TO HAVE BEEN
MADE BY A PERSON DULY AUTHORIZED TO ACT ON BEHALF OF THE BORROWERS AND MAY
DECLINE TO MAKE ANY SUCH REQUESTED LOAN OR ADVANCE OR TO PROVIDE ANY SUCH
FINANCIAL ACCOMMODATION UNTIL THE LENDER IS FURNISHED WITH SUCH DOCUMENTATION
CONCERNING THAT PERSON'S AUTHORITY TO ACT AS MAY BE SATISFACTORY TO THE LENDER.
(G)
A REQUEST BY THE BORROWERS FOR ANY LOAN OR ADVANCE OR FINANCIAL
ACCOMMODATION UNDER THE REVOLVING CREDIT OR OF THE ISSUANCE OF AN L/C SHALL BE
IRREVOCABLE AND SHALL CONSTITUTE CERTIFICATION BY THE BORROWERS THAT AS OF THE
DATE OF SUCH REQUEST, EACH OF THE FOLLOWING IS TRUE AND CORRECT:
(I)
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE.
(II)
THE BORROWERS ARE IN COMPLIANCE WITH, AND HAVE NOT BREACHED ANY
OF, THE COVENANTS CONTAINED IN THIS AGREEMENT.
(III)
EACH REPRESENTATION WHICH IS MADE HEREIN OR IN ANY OF THE LOAN
DOCUMENTS IS THEN TRUE AND COMPLETE AS OF AND AS IF MADE ON THE DATE OF SUCH
REQUEST, EXCEPT FOR ANY REPRESENTATION WHICH REFERS TO A SPECIFIC DATE, WHICH
REPRESENTATION SHALL BE TRUE AND CORRECT AS OF SUCH DATE.
(IV)
NO SUSPENSION EVENT IS THEN IN EXISTENCE.
(H)
THE BORROWERS SHALL IMMEDIATELY BECOME INDEBTED TO THE LENDER FOR
THE AMOUNT OF EACH LOAN OR ADVANCE UNDER OR PURSUANT TO THIS AGREEMENT WHEN SUCH
LOAN OR ADVANCE IS DEEMED TO HAVE BEEN MADE.
(I)
UPON THE OCCURRENCE FROM TIME TO TIME OF ANY SUSPENSION EVENT,
THE LENDER MAY SUSPEND THE REVOLVING CREDIT IMMEDIATELY AND SHALL NOT BE
OBLIGATED, DURING SUCH
3
suspension, to make any loan or advance or to provide any financial
accommodation hereunder.
(J)
THE BORROWERS MAY REQUEST THAT THE LENDER CAUSE THE ISSUANCE OF
L/C'S FOR THE ACCOUNT OF THE BORROWERS.
(I)
EACH SUCH REQUEST SHALL BE IN SUCH MANNER AS MAY FROM TIME TO
TIME BE REASONABLY ACCEPTABLE TO THE LENDER.
(II)
THE LENDER WILL ENDEAVOR TO CAUSE THE ISSUANCE OF ANY L/C SO
REQUESTED BY THE BORROWERS, PROVIDED THAT THE REQUESTED L/C IS IN FORM
REASONABLY SATISFACTORY TO THE LENDER AND IF SO ISSUED:
(A)
THE AGGREGATE STATED AMOUNT OF ALL L/C'S THEN
OUTSTANDING, DOES NOT EXCEED TWO MILLION ($2,000,000.00) DOLLARS.
(B)
THE EXPIRY OF THE L/C IS NOT LATER THAN THE
EARLIER OF THIRTY (30) DAYS PRIOR TO THE MATURITY DATE OR THE FOLLOWING:
(I)
L/C'S OTHER THAN DOCUMENTARY L/C'S: ONE
(1) YEAR FROM INITIAL ISSUANCE.
(II)
DOCUMENTARY L/C'S: FORTY FIVE (45) DAYS FROM
ISSUANCE; AND
(C)
AVAILABILITY WOULD NOT BE EXCEEDED.
(III)
THE BORROWERS SHALL EXECUTE SUCH DOCUMENTATION TO APPLY FOR AND
SUPPORT THE ISSUANCE OF AN L/C AS MAY BE REQUIRED BY THE ISSUER.
(IV)
THERE SHALL NOT BE ANY RECOURSE TO,