DESIGNATED DEPOSIT ACCOUNT
MAINTAINED WITH AGENT BANK.
NO BORROWING MAY EXCEED THE AVAILABLE BORROWINGS.
EACH BORROWING OF A BASE RATE LOAN SHALL BE IN A MINIMUM AMOUNT OF FIFTY
THOUSAND DOLLARS ($50,000.00) AND IN INCREMENTS OF TEN THOUSAND DOLLARS
($10,000.00).
BORROWER SHALL BE ENTITLED TO NO MORE THAN THREE (3) BORROWINGS
DURING EACH CALENDAR MONTH, EXCLUSIVE OF BORROWINGS MADE FOR THE SOLE PURPOSE OF
FUNDING REPAYMENT OF A SWINGLINE ADVANCE OR L/C REIMBURSEMENT.
(B)
THE FAILURE OF ANY LENDER TO FUND ITS PRO RATA SHARE OF ANY BORROWING
ON ANY FUNDING DATE SHALL NEITHER RELIEVE ANY OTHER LENDER OF ANY OBLIGATION
HEREUNDER TO FUND ITS PRO RATA SHARE OF SUCH BORROWING ON SUCH FUNDING DATE NOR
RELIEVE SUCH LENDER WHICH HAS FAILED TO FUND ITS PRO RATA SHARE OF ITS
OBLIGATIONS TO BORROWER HEREUNDER.
NO LENDER SHALL BE RESPONSIBLE FOR THE
FAILURE OF ANY OTHER LENDER
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TO FUND ITS PRO RATA SHARE OF SUCH BORROWING ON ANY FUNDING DATE NOR SHALL ANY
LENDER BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO PERFORM ITS
RESPECTIVE OBLIGATIONS HEREUNDER.
(C)
THE PROVISIONS SET FORTH IN SECTION 10.10(D) SHALL BE APPLICABLE TO A
DETERIORATING LENDER TO THE SAME EXTENT AS IF SUCH DETERIORATING LENDER WAS
FOUND TO BE AN UNSUITABLE LENDER.
SECTION 2.04.
CONDITIONS OF BORROWINGS. DURING THE REVOLVING CREDIT
PERIOD, BORROWINGS, OTHER THAN BORROWINGS MADE AT THE REQUEST OF AGENT BANK FOR
THE PURPOSE OF FUNDING REPAYMENT OF SWINGLINE OUTSTANDINGS AND/OR L/C
REIMBURSEMENT OBLIGATIONS AS HEREINAFTER PROVIDED, WILL ONLY BE MADE SO LONG AS
BORROWER IS IN FULL COMPLIANCE WITH EACH OF THE REQUIREMENTS AND CONDITIONS
PRECEDENT SET FORTH IN ARTICLE III B OF THIS CREDIT AGREEMENT.
PROVIDED,
HOWEVER, UPON THE CONSENT OF REQUISITE LENDERS, LENDERS SHALL ADVANCE BORROWINGS
NOTWITHSTANDING THE EXISTENCE OF LESS THAN FULL COMPLIANCE WITH THE REQUIREMENTS
OF ARTICLE III B AND BORROWINGS SO MADE SHALL BE DEEMED TO HAVE BEEN MADE
PURSUANT TO THIS CREDIT AGREEMENT.
SECTION 2.05.
THE REVOLVING CREDIT NOTE AND INTEREST RATE OPTIONS.
(A)
THE CREDIT FACILITY SHALL BE FURTHER EVIDENCED BY THE REVOLVING
CREDIT NOTE PAYABLE TO THE ORDER OF AGENT BANK ON BEHALF OF THE LENDERS.
AGENT
BANK SHALL RECORD MANUALLY OR ELECTRONICALLY THE DATE AND AMOUNT OF EACH
BORROWING ADVANCED BY THE LENDERS TOGETHER WITH THE APPLICABLE INTEREST PERIOD
IN THE CASE OF PORTIONS OF THE UNPAID PRINCIPAL UNDER THE CREDIT FACILITY
BEARING INTEREST WITH REFERENCE TO A LIBO RATE, AND THE AMOUNT OF EACH REPAYMENT
OF PRINCIPAL MADE THEREUNDER BY BORROWER AND THE ENTRY OF SUCH RECORDS SHALL BE
CONCLUSIVE ABSENT MANIFEST OR DEMONSTRABLE ERROR; PROVIDED, HOWEVER, THE FAILURE
TO MAKE SUCH A RECORD OR NOTATION WITH RESPECT TO ANY BORROWING OR REPAYMENT
THEREOF, OR AN ERROR IN MAKING SUCH A RECORD OR NOTATION, SHALL NOT LIMIT OR
OTHERWISE AFFECT THE OBLIGATIONS OF BORROWER HEREUNDER OR UNDER THE REVOLVING
CREDIT NOTE.
(B)
INTEREST SHALL ACCRUE ON THE ENTIRE OUTSTANDING PRINCIPAL BALANCE OF
THE CREDIT FACILITY AT A RATE PER ANNUM EQUAL TO THE BASE RATE PLUS THE
APPLICABLE MARGIN,