JOINTLY SEVERALLY AND IN SOLIDO LIABLE FOR, AND HEREBY ABSOLUTELY AND
UNCONDITIONALLY GUARANTEES TO LENDER AND ITS SUCCESSORS AND ASSIGNS, THE FULL
AND PROMPT PAYMENT (WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE)
AND PERFORMANCE OF, ALL INDEBTEDNESS OWED OR HEREAFTER OWING TO LENDER BY ANY
DEBTOR.
EACH DEBTOR AGREES THAT ITS GUARANTY OBLIGATION HEREUNDER IS A
CONTINUING GUARANTY OF PAYMENT AND NOT OF COLLECTION, THAT ITS OBLIGATIONS UNDER
THIS SECTION 2(B) SHALL NOT BE DISCHARGED UNTIL INDEFEASIBLE PAYMENT AND
PERFORMANCE IN FULL OF THE INDEBTEDNESS HAS OCCURRED, AND THAT ITS OBLIGATIONS
UNDER THIS SECTION 2(B) SHALL BE ABSOLUTE AND UNCONDITIONAL, IRRESPECTIVE OF AND
UNAFFECTED BY:
(I)
THE GENUINENESS, VALIDITY, REGULARITY, ENFORCEABILITY OR ANY
FUTURE AMENDMENT OF, OR CHANGE IN, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH ANY DEBTOR IS OR MAY BECOME
A PARTY;
(II)
THE ABSENCE OF ANY ACTION TO ENFORCE THIS AGREEMENT,
INCLUDING THIS SECTION 2(B), OR ANY OTHER LOAN DOCUMENT OR THE WAIVER OR CONSENT
BY LENDER WITH RESPECT TO ANY OF THE PROVISIONS THEREOF;
(III)
THE EXISTENCE, VALUE OR CONDITION OF, OR FAILURE TO PERFECT
ITS LIEN AGAINST, ANY SECURITY OR COLLATERAL FOR THE INDEBTEDNESS OR ANY ACTION,
OR THE ABSENCE OF ANY ACTION, BY LENDER IN RESPECT THEREOF (INCLUDING THE
RELEASE OF ANY SUCH SECURITY OR COLLATERAL);
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(IV)
THE INSOLVENCY OF ANY OBLIGOR; OR
(V)
ANY OTHER ACTION OR CIRCUMSTANCE THAT MIGHT OTHERWISE
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR GUARANTOR.
(C)
REVOLVING CREDIT FACILITY.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, LENDER
HEREBY AGREES TO LEND TO DEBTOR AN AGGREGATE SUM NOT TO EXCEED AT ANY TIME THE
LESSER OF (I) AN AMOUNT EQUAL TO THE BORROWING BASE EXISTING AT SUCH TIME OR
(II) TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) (THE "REVOLVING CREDIT
FACILITY"), ON A REVOLVING BASIS FROM TIME TO TIME DURING THE PERIOD COMMENCING
ON THE DATE HEREOF AND CONTINUING UNTIL DECEMBER 28, 2013, OR SUCH OTHER DATE AS
MAY BE ESTABLISHED BY A WRITTEN INSTRUMENT BETWEEN THE DEBTORS AND LENDER FROM
TIME TO TIME (THE "MATURITY DATE").
IF AT ANY TIME THE SUM OF THE AGGREGATE
PRINCIPAL AMOUNT OF LOANS OUTSTANDING HEREUNDER EXCEEDS THE LESSER OF THE AMOUNT
OF THE REVOLVING CREDIT FACILITY OR THE BORROWING BASE, SUCH AMOUNTS SHALL BE
DEEMED AN "OVERADVANCE."
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE NOTE,
THE DEBTORS SHALL REPAY THE AMOUNT OF SUCH OVERADVANCE WITHIN THREE (3) BUSINESS
DAYS AFTER THE DATE OF DETERMINATION THEREOF.
NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, AN OVERADVANCE SHALL BE CONSIDERED A LOAN AND
IF NOT PAID IN ACCORDANCE WITH IMMEDIATELY PRECEDING SENTENCE SHALL BEAR
INTEREST AT THE DEFAULT RATE AS SET FORTH IN THE NOTE AND SHALL BE SECURED BY
THE SECURITY AGREEMENT. SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE DEBTORS
MAY BORROW, REPAY AND REBORROW FUNDS UNDER THE REVOLVING CREDIT FACILITY.
SUBJECT TO THE DEBTORS' COMPLIANCE WITH ALL