SPECIFICALLY UNDERSTOOD THAT THE 65% RECEIVABLES ADVANCE RATE SCHEDULED TO
BE IN EFFECT AS OF JANUARY 1, 2011 ASSUMES A DILUTION RATE OF NO MORE THAN TEN
PERCENT (10%).
IN ADDITION, THE ADVANCE RATES MAY BE INCREASED OR DECREASED BY
AGENT AT ANY TIME AND FROM TIME TO TIME, UPON FIVE (5) BUSINESS DAYS NOTICE TO
BORROWER, BASED UPON OTHER MATERIAL CHANGES IN BORROWER'S FINANCIAL
CIRCUMSTANCES, TO BE DONE IN THE EXERCISE OF ITS GOOD FAITH BUSINESS JUDGMENT
BASED UPON THE LENDING PRACTICES OF AGENT, CONSISTENT WITH CRITERIA CUSTOMARY IN
THE COMMERCIAL FINANCE INDUSTRY GENERALLY.
BORROWER CONSENTS TO ANY SUCH
INCREASES OR DECREASES AND ACKNOWLEDGE THAT DECREASING THE ADVANCE RATES OR
INCREASING THE RESERVES MAY LIMIT OR RESTRICT ADVANCES REQUESTED BY THE
BORROWER.
2.2.
Procedure for Borrowing.
(A)
BORROWER MAY NOTIFY AGENT PRIOR TO 12:00 NOON (NEW YORK CITY TIME)
ON A BUSINESS DAY OF BORROWER'S REQUEST TO INCUR, ON THAT DAY, A REVOLVING
ADVANCE HEREUNDER.
ANY AMOUNT REQUIRED TO BE PAID AS INTEREST HEREUNDER, OR AS
FEES OR OTHER CHARGES UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT WITH AGENT,
LENDERS, TERM LENDER AND/OR ANY ISSUER, OR WITH RESPECT TO ANY OTHER OBLIGATION,
WHICH SHALL BECOME DUE, SHALL BE DEEMED A REQUEST FOR AN
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ADVANCE AS OF THE DATE SUCH PAYMENT IS DUE, IN THE AMOUNT REQUIRED TO PAY IN
FULL SUCH INTEREST, FEE, CHARGE OR OBLIGATION UNDER THIS AGREEMENT, OR ANY OTHER
DOCUMENTS WITH AGENT, LENDERS, TERM LENDER AND/OR ANY ISSUER AND SUCH REQUEST
SHALL BE IRREVOCABLE.
(B)
NOTWITHSTANDING THE PROVISIONS OF (A) ABOVE, IN THE EVENT BORROWER
DESIRES TO OBTAIN A EURODOLLAR RATE LOAN, BORROWER SHALL GIVE AGENT AT LEAST
THREE (3) BUSINESS DAYS' PRIOR WRITTEN NOTICE (OR SUCH SHORTER PERIOD AS AGENT,
IN ITS SOLE DISCRETION, IS WILLING TO ACCOMMODATE), SPECIFYING (I) THE DATE OF
THE PROPOSED BORROWING (WHICH SHALL BE A BUSINESS DAY), (II) THE TYPE OF
BORROWING AND THE AMOUNT ON THE DATE OF SUCH ADVANCE TO BE BORROWED, WHICH
AMOUNT SHALL BE IN A MINIMUM AMOUNT OF $1,000,000 AND IN INTEGRAL MULTIPLES OF
$250,000 IN EXCESS THEREOF, AND (III) THE DURATION OF THE FIRST INTEREST PERIOD
THEREFOR.
BORROWER MAY ALSO ELECT, SUBJECT TO THE SAME CRITERIA SET FORTH IN
THE PRECEDING SENTENCE, TO DESIGNATE PORTIONS OF THE TERM LOAN AS EURODOLLAR
RATE LOANS, FROM TIME TO TIME.
INTEREST PERIODS FOR EURODOLLAR RATE LOANS SHALL
BE FOR ONE, TWO, THREE, FOUR, FIVE, SIX, NINE OR TWELVE MONTHS.
NO EURODOLLAR
RATE LOAN SHALL BE MADE AVAILABLE TO BORROWER DURING THE CONTINUANCE OF A
DEFAULT OR AN EVENT OF DEFAULT.
AFTER GIVING EFFECT TO EACH SUCH BORROWING,
THERE SHALL NOT BE OUTSTANDING MORE THAN TEN (10) EURODOLLAR RATE LOANS, IN THE
AGGREGATE AT ANY TIME.
(C)
EACH INTEREST PERIOD OF A EURODOLLAR RATE LOAN SHALL COMMENCE ON
THE DATE SUCH EURODOLLAR RATE LOAN IS MADE AND SHALL END ON SUCH DATE AS
BORROWER MAY ELECT AS SET FORTH IN (B)(III) ABOVE PROVIDED THAT THE EXACT LENGTH
OF EACH INTEREST PERIOD SHALL BE DETERMINED IN ACCORDANCE