THE REVOLVING FACILITY.
(B)
SUBJECT TO SECTION 2.1(A) BORROWER SHALL MAINTAIN A MINIMUM
OUTSTANDING BALANCE AT ALL TIMES OF ADVANCES IN THE AMOUNT OF AT LEAST
$2,000,000 FROM THE CLOSING DATE UNTIL DELIVERY OF THE COMPLIANCE CERTIFICATE
FOR THE QUARTER ENDING DECEMBER 31, 2005 AND AT A VARIABLE AMOUNT, TO BE
ADJUSTED THEREAFTER FOLLOWING DELIVERY OF THE COMPLIANCE CERTIFICATE AFTER THE
END OF EACH FISCAL QUARTER, AS FOLLOWS:
LEVERAGE RATIO CALCULATED PURSUANT TO EXHIBIT B-1 AS
REPORTED ON THE COMPLIANCE CERTIFICATE FOR THE 12-MONTH
PERIOD ENDING AT THE END OF ANY FISCAL QUARTER
MINIMUM BALANCE OF ADVANCES
UNTIL THE NEXT REPORTED
MEASUREMENT OF THE LEVERAGE RATIO
EQUAL TO OR GREATER THAN 1.00 TO 1
$
2,000,000
LESS THAN 1.00 TO 1 AND EQUAL TO OR GREATER THAN .75 TO 1
$
1,500,000
LESS THAN .75 TO 1 AND EQUAL TO OR GREATER THAN .50 TO 1
$
1,100,000
LESS THAN .50 TO 1 AND EQUAL TO OR GREATER THAN .25 TO 1
$
700,000
LESS THAN .25 TO 1
$
300,000
2
2.2
EVIDENCE OF LOANS
(A)
EACH LENDER SHALL MAINTAIN, IN ACCORDANCE WITH ITS USUAL PRACTICE,
ELECTRONIC OR WRITTEN RECORDS EVIDENCING THE INDEBTEDNESS AND OBLIGATIONS TO
SUCH LENDER RESULTING FROM EACH LOAN MADE BY SUCH LENDER FROM TIME TO TIME,
INCLUDING, WITHOUT LIMITATION, THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND
PAID TO SUCH LENDER FROM TIME TO TIME UNDER THIS AGREEMENT.
(B)
AGENT SHALL MAINTAIN ELECTRONIC OR WRITTEN RECORDS IN WHICH IT
WILL RECORD (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE CLASS AND TYPE OF
EACH LOAN MADE AND ANY APPLICABLE INTEREST RATE PERIODS, (II) THE AMOUNT OF ANY
PRINCIPAL AND/OR INTEREST DUE AND PAYABLE AND/OR TO BECOME DUE AND PAYABLE FROM
BORROWER TO EACH LENDER HEREUNDER AND (III) ALL AMOUNTS RECEIVED BY AGENT
HEREUNDER FROM BORROWER AND EACH LENDER'S SHARE THEREOF.
(C)
THE ENTRIES IN THE ELECTRONIC OR WRITTEN RECORDS MAINTAINED
PURSUANT TO SECTION 2.2(B) (THE "REGISTER"), WHICH SHALL INCLUDE THE PROMISSORY
NOTES, IF ANY, ISSUED PURSUANT TO SECTION 2.2(E) HEREOF, SHALL IN THE ABSENCE OF
MANIFEST ERROR BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE
OBLIGATIONS AND INDEBTEDNESS THEREIN RECORDED; PROVIDED, HOWEVER, THAT THE
FAILURE OF AGENT TO MAINTAIN SUCH RECORDS OR ANY ERROR THEREIN SHALL NOT IN ANY
MANNER AFFECT THE OBLIGATIONS OF BORROWER TO REPAY THE LOANS OR OBLIGATIONS IN
ACCORDANCE WITH THEIR TERMS.
THE REGISTER SHALL BE SUBJECT TO THE TERMS OF
SECTION 12.4(C).
(D)
AGENT WILL ACCOUNT TO BORROWER MONTHLY WITH A STATEMENT OF
ADVANCES UNDER THE REVOLVING FACILITY AND ANY CHARGES AND PAYMENTS MADE PURSUANT
TO THIS AGREEMENT, AND IN THE ABSENCE OF DEMONSTRABLE ERROR, SUCH ACCOUNTING
RENDERED BY AGENT SHALL BE DEEMED FINAL, BINDING AND CONCLUSIVE UNLESS AGENT IS
NOTIFIED BY BORROWER IN WRITING TO THE CONTRARY WITHIN FIFTEEN (15) CALENDAR
DAYS OF RECEIPT OF SUCH ACCOUNTING, WHICH NOTICE SHALL BE DEEMED AN OBJECTION
ONLY TO ITEMS SPECIFICALLY OBJECTED TO THEREIN.
(E)
BORROWER AGREES THAT:
(I)
UPON WRITTEN NOTICE BY AGENT TO BORROWER THAT