Common use of Line of Credit Clause in Contracts

Line of Credit. Xxxxxxxx's Note shall be considered for all purposes as a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated above.

Line of Credit. Xxxxxxxx's Note shall be considered for all purposes as Each Lender severally agrees to make loans (each a "master note" “Line of Credit Loan” and shall evidence any and all Loan Advances made by Xxxxxx collectively, the “Line of Credit Loans”) to the Borrower from time to time on a selfany one or more Business Days from and after the Restatement Date (through the Agent as set forth in Section 2.1.4) to but excluding the Maturity Date applicable to Line of Credit Loans, during which period the Borrower may borrow, repay and re-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note borrow in accordance with the instructions provisions hereof up to an aggregate principal amount not exceeding each such Lender’s Pro Rata Percentage of any officer the Available Amount on such Business Day, in aggregate amounts up to the lesser of the Available Amount or other representative the then-current Borrowing Base Availability (the “Line of Credit”). The Borrower hereby acknowledges that $7,000,000.00 of “Line of Credit Advances” and $30,000,000.00 of “Regular Swing Line Loans” under the Existing Credit Agreement are outstanding as of the date hereof, which shall be deemed to be Line of Credit Loans or credited to Xxxxxxxx's deposit account(s) with XxxxxxSwing Line Loans under this Agreement on and after the Restatement Date. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note Line of Credit Loans may be made as LIBOR Rate Advances or Base Rate Advances. The Line of Credit Loans shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result and repayable in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied accordance with the terms of the Borrower’s promissory notes to each of the Lenders (as the same may be amended, supplemented or otherwise modified from time to time, together with any replacements thereof or substitutions therefor, the “Line of Credit Notes”), the form of which is attached as Exhibit 2A. The Lenders, in their unanimous, sole and conditions absolute discretion, may elect to make Line of Credit Loans to the Borrower in excess of the amounts available pursuant to the terms of this Agreement, or has committed or is and any such Line of Credit Loans shall also be governed by the terms hereof. The Lenders shall also have the option, in their unanimous, sole discretion and without any obligation to do so, to extend the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard Maturity Date applicable to the repayment Line of Xxxxxxxx's Loan and NoteCredit Loans. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal In the event that the Lenders elect to extend Loan Advances such Maturity Date, the Agent shall give notice to the Borrower for any of the reasons stated abovepursuant to Section 13.18.

Line of Credit. Xxxxxxxx's Note Borrower hereby requests and authorizes the Lender to make Advances to Borrower during the term hereof, and in connection with each Advance to: (a) reduce the funds available hereunder by, and credit to the Borrower’s demand deposit account (or such other account as agreed upon by the parties) with the Lender, the proceeds of Advances hereunder requested by the Borrower pursuant to request form(s) satisfactory to and received by the Lender or at the option of Lender by telephone call by Borrower’s duly authorized representative; (b) enter into the records maintained by the Lender with respect to each Advance, all interest accruals, payments, other charges or items arising hereunder or otherwise properly chargeable or creditable to the Borrower’s account in accordance with generally accepted accounting principles or Lender’s standard bank policies, practices and fee schedules as they may be amended from time to time; and (c) render to Borrower a monthly statement of interest and the then outstanding principal balance due hereunder. Each such statement shall be considered for all purposes as accepted by and conclusively binding upon Borrower unless Borrower gives Lender written notice of exceptions within sixty (60) days of the receipt of said statement by Borrower. This Agreement evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing revolving line of credit basiscredit. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Upon duly authorized written request from Borrower, Lender may, but need notis not obligated to, make Advances under this Agreement pursuant to oral requests by Borrower. In such case, Lender reserves the right to require that Borrower to confirm all oral requests in writing on the day of the request. All communications, instructions, or directions by telephone or otherwise to Lender are to be confirmed in writingdirected to Lender’s office shown above. Xxxxxxxx The following person is currently authorized to request Advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of his authority: Xxxxxxx Xxxxxxx. Borrower agrees to be liable for all sums either (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer an authorized person or other representative of Borrower or (B) credited to Xxxxxxxx's deposit account(s) any of Borrower’s accounts with XxxxxxLender. Xxxxxxxx additionally agrees that the The unpaid principal balance outstanding under Borrower's Loan and Note shall owing hereunder at all times any time may be evidenced by endorsements on the Note, this Agreement or alternatively, any schedules attached hereto or by Xxxxxx's Lender’s internal records, including Xxxxxx's daily computer print-outouts. Borrower additionally agrees that Lender may, within its sole judgment, refuse will have no obligation to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occuradvance funds under this Agreement if: (aA) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan has occurred and Note; is continuing, or (eB) Lender deems itself to be insecure an event has occurred which with regard to the repayment passage of Xxxxxxxx's Loan and Note. Lender shall have no obligation time or liability to Borrower or to any other person or persons arising out giving of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any notice if left uncured would constitute an Event of the reasons stated aboveDefault hereunder.

Line of Credit. Xxxxxxxx's (a) On the Closing Date, subject to fulfillment of all conditions precedent set forth in Section 16, Lender agrees to open the Line of Credit in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the borrowing will not cause a Default Condition or Event of Default to exist, Borrower may borrow and repay and reborrow Advances up to a maximum aggregate principal amount outstanding at any one time equal to the original principal amount of the Line of Credit; subject, however, to the requirement that at no time shall the aggregate ------------------ principal amount of (i) outstanding Advances plus (ii) the aggregate amount of ---- Letter of Credit Obligations exceed the Margin (such requirement being referred to herein as the "Margin Requirement"); and subject, further, to the requirement ------------------ ---------------- that if, at any time hereafter, the Margin Requirement is not satisfied, Borrower will immediately repay the then principal balance of the Master Note by that amount necessary to satisfy the Margin Requirement. All proceeds so obtained under the Line of Credit may be used by Borrower for working capital, capital expenditures and other general corporate purposes in such manner as Borrower may elect in the ordinary course of its business operations. The Debts arising from Advances made to or on behalf of Borrower under the Line of Credit shall be considered for all purposes as evidenced by the Master Note, which shall be executed by Borrower and delivered to Lender on the Closing Date. The outstanding principal amount of the Master Note may fluctuate from time to time, but shall be due and payable in full on the Termination Date, and each Advance thereunder shall bear interest from the date of such Advance until paid in full at the Applicable Rate, calculated and payable in the manner described in Section 2.2.1. Subject to any contrary provisions of Section 2.2.1 in respect of LIBOR Borrowings, Borrower shall have the option to request Advances under the Line of Credit by telephone or in a "master note" and writing delivered to Lender not later than 11:00 a.m. (Atlanta, Georgia time) on the date of the requested Advance; provided, however, that any ------------------ telephone requests shall evidence any and all Loan Advances made by Xxxxxx to Borrower be confirmed in a writing not later than the Business Day following the disbursement of the requested Advance. (b) Lender shall be entitled from time to time to impose any Availability Reserve against the Margin and the availability under the Line of Credit that it deems necessary as security for payment of the Obligations. Lender may also, in its reasonable credit judgement from time to time upon not less than five (5) days prior notice to Borrower, reduce the Margin with respect to Eligible Accounts to the extent that Lender determines in good faith that the dilution with respect to the Eligible Accounts for any period (based on the ratio of the aggregate amount of reductions in Eligible Accounts other than as a self-replenishing line result of credit basis. Loan Advances under Xxxxxxxx's Note payments in cash to the aggregate amount of total sales) has increased in any material respect or may be requested orally reasonably anticipated to increase in any material respect above historical levels, or the general creditworthiness of Account Debtors has declined. In determining whether to reduce the Margin, Lender may consider events, conditions, contingencies or risks which are also considered in determining Eligible Accounts or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated aboveestablishing Availability Reserves.

Line of Credit. Xxxxxxxx's This Note shall be considered for all purposes as evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing straight line of credit basiscredit. Loan Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. Advances under this Note, as well as directions for payment from Xxxxxxxx's Note ’s accounts, may be requested orally or in writingwriting by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. The following party or parties are authorized to request advances under the line of credit until Xxxxxx receives from Borrower at Xxxxxx’s address shown above written notice of revocation of their authority: Xxxxx Xxxx. Xxxxxxxx agrees to be liable for all sums either: (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer an authorized person or other representative of Borrower or (B) credited to any of Xxxxxxxx's deposit account(s) ’s accounts with Xxxxxx. Xxxxxxxx additionally agrees that the The unpaid principal balance outstanding under Borrower's Loan and owing on this Note shall at all times any time may be evidenced by endorsements on the Note, this Note or alternatively, by Xxxxxx's ’s internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Noteouts. Lender shall will have no obligation or liability to advance funds under this Note if (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this Note or any other person loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or persons arising out of Lender in good xxxxx xxxxx itself insecure under this Note or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated aboveother agreement between Lender and Borrower.

Line of Credit. Xxxxxxxx's This Note shall be considered for all purposes as evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing revolving line of credit basiscredit. Loan Advances under Xxxxxxxx's this Note may be requested orally only in writing by Xxxxxxxx or as provided in writingthis paragraph. All communications, instructions, or directions by telephone or otherwise to Lender mayare to be directed to Xxxxxx's office shown above. The following person currently is authorized, but need notexcept as provided in this paragraph, require that all oral requests be confirmed in writingto request advances and authorize payments under the line of credit until Xxxxxx receives from Borrower, at Xxxxxx's address shown above, written notice of revocation of his or her authority: Authorized Signer . Any authorized officer may request advances. Xxxxxxxx agrees to be liable for all sums either: (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer an authorized person or other representative of Borrower or (B) credited to any of Xxxxxxxx's deposit account(s) accounts with Xxxxxx. Xxxxxxxx additionally agrees that the The unpaid principal balance outstanding under Borrower's Loan and owing on this Note shall at all times any time may be evidenced by endorsements on the Note, this Note or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-outouts. Borrower additionally agrees that Lender may, within its sole judgment, refuse will have no obligation to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occuradvance funds under this Note if: (aA) Borrower or any guarantor is in default under the amount terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the requested Loan Advance will result in Borrower exceeding its maximum line signing of creditthis Note; (bB) Borrower or any guarantor ceases doing business or is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advancesinsolvent; (cC) Xxxxxxxx has failed any guarantor seeks, claims or otherwise attempts to provide Lender limit, modify or revoke such guarantor's guarantee of this Note or any other loan with satisfactory documentation to support the requested Loan AdvanceLender; (dD) Xxxxxx Borrower has reason applied funds provided pursuant to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and NoteNote for purposes other than those authorized by Lender; or (eE) Lender deems in good faith believes itself to insecure. MATURITY DATE. This line of credit matures on March 31, 2005 and annually thereafter. The line of credit may be insecure with regard to renewed and the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any credit limit expiration date/maturity date extended at the discretion of the reasons stated abovelender upon receipt of the year end financial statements.

Line of Credit. Xxxxxxxx's Note shall be considered (a) Each Lender will establish for all purposes as Borrower for and during the Contract Period, subject to the terms and conditions hereof, a revolving line of credit (the "master note" and shall evidence any and all Loan Advances made by Xxxxxx Line") pursuant to Borrower which Lender will from time to time on a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan their respective Pro Rata Percentage, severally and Note shall at all times be evidenced by endorsements on the Notenot jointly, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan make Advances to Borrower whenever Lender determines or has reason to believe that in an aggregate amount not exceeding at any one or more of time the following conditions exists or will occurlesser of: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; Borrowing Base Amount or (b) the Maximum Line Amount. Agent, in its sole discretion, may from time to time (x) establish certain reserves in respect of the Borrowing Base Amount and/or (y) increase or decrease the advance rates contained in the Borrowing Base Amount. Borrower is not complying consents to any such implementation of reserves or has not complied increase or decrease of advance rates and acknowledge that Agent's decrease of advance rates or implementation of reserves may limit or restrict Advances available to Borrower. Within the limitations set forth above, Borrower may borrow, repay and reborrow under the Line. The Line shall be subject to all terms and conditions set forth in all of the Loan Documents, which terms and conditions are incorporated herein. Borrower's obligation to repay Advances under the Line shall be evidenced by Borrower's promissory note (the "Line Note") delivered to each Lender, which shall be in the respective principal amounts of each Lenders' Pro Rata Share of the Line and which shall be in the form attached hereto as Exhibit "A", with Xxxxxx's procedures and additional requirements for requesting Loan Advances; the blanks appropriately filled in. (cb) Xxxxxxxx has failed Subject to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is each Lender agrees to lend to Borrower the amount equal to such Lender's respective Pro Rata Percentage of each advance requested by Borrower under the Line. The outstanding amount of the advances by each Lender shall not exceed such Lender's Pro Rata Share of the Line (as such amount may change from time to time in accordance with the process terms of committing an Event this Agreement). (c) The obligations of Default hereunder or each Lender under this Agreement are several and not joint with each other Lender. The failure of any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to make any Advance to be insecure with regard made by it hereunder shall not relieve any other Lender of its obligation to the repayment of Xxxxxxxx's Loan and Note. do so; provided; however, no Lender shall have no obligation or liability to Borrower or to be responsible for the failure of any other person or persons arising out of or in Lender to make any way accruing from Xxxxxx's reasonable refusal Advance to extend Loan Advances to Borrower for any of the reasons stated abovebe made by such Lender hereunder.

Line of Credit. Xxxxxxxx's Note shall be considered for all purposes as This Agreement evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing revolving line of credit basiscredit. Loan Advances under Xxxxxxxx's Note this Agreement may be requested orally by Borrower or as provided in writingthis paragraph. Lender may, but need not, require that all All oral requests shall be confirmed in writingwriting on the day of the request. Xxxxxxxx All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. Xxx xxllowing persons currently are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, xx Xender's address shown abovx, xxxtten notice of revocation of their authority: ANY ONE OF THE FOLLOWING: TONY SHAHBAZ, PRESIDENT/SECXXXXXX XX X/OMAGIC CORPORATION; and STEVE GILLINGS (ACTUAL SIGNATXXX) X /x/ XXXVE GILLINGS, CHIEF FINANCIXX XXXXXXX XX I/OMAGIC CORPORATION. Borrower agrees to be liable for all xxx xxx sums either: (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer an authorized person or other representative of Borrower or (B) credited to Xxxxxxxxany of Borrower's deposit account(s) accounts with XxxxxxLendxx. Xxxxxxxx additionally agrees that the Xxx unpaid principal balance outstanding under Borrower's Loan and Note shall xxxxnce owing on this Agreement at all times any time may be evidenced by endorsements on the Note, this Agreement or alternatively, by XxxxxxLender's internal records, including Xxxxxx's inxxxxxxg daily computer print-outouts. Borrower additionally agrees that Lender may, within its sole judgment, refuse will have no obligation to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occuradvance funds under this Agreement if: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (bA) Borrower or any guarantor is not complying in default under the terms of this Agreement or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe any agreement that Borrower is not presently complyingor any guarantor has with Lender, or has not complied including any agreement made in connection with the terms and conditions signing of this Agreement, ; (B) Borrower or has committed any guarantor ceases doing business or is in the process insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of committing an Event of Default hereunder this Agreement or under any Security other loan with Lender; (D) Borrower has applied funds provided pursuant to this Agreement directly or indirectly securing repayment of Borrower's Loan and Notefor purposes other than those authorized by Lender; or (eE) Lender deems in good faith believes itself insecure. \ARBITRATION. BORROWER AND LENDER AGREE XXXX XLL DISXXXXX, CLAIMS AND CONTROVERSIES BETWEEN THEM WHETHER INDIVIDUAL, JOINT, OR CLASS IN NATURE, ARISING FROM THIS AGREEMENT OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT AND TORT DISPUTES, SHALL BE ARBITRATED PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT AT THE TIME THE CLAIM IS FILED, UPON REQUEST OF EITHER PARTY. NO ACT TO TAKE OR DISPOSE OF ANY COLLATERAL SHALL CONSTITUTE A WAIVER OF THIS ARBITRATION AGREEMENT OR BE PROHIBITED BY THIS ARBITRATION AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, OBTAINING INJUNCTIVE RELIEF OR A TEMPORARY RESTRAINING ORDER; INVOKING A POWER OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE; OBTAINING A WRIT OF ATTACHMENT OR IMPOSITION OF A RECEIVER; OR EXERCISING ANY RIGHTS RELATING TO PERSONAL PROPERTY, INCLUDING TAKING OR DISPOSING OF SUCH PROPERTY WITH OR WITHOUT JUDICIAL PROCESS PURSUANT TO ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE. ANY DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THE LAWFULNESS OR REASONABLENESS OF ANY ACT, OR EXERCISE OF ANY RIGHT, CONCERNING ANY COLLATERAL, INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE MODIFY ANY AGREEMENT RELATING TO THE COLLATERAL, SHALL ALSO BE ARBITRATED, PROVIDED HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN OR RESTRAIN ANY ACT OF ANY PARTY. BORROWER AND LENDER AGREE THAX XX XXE EVXXX XX AN ACTION FOR JUDICIAL FORECLOSURE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 726, OR ANY SIMILAR PROVISION IN ANY OTHER STATE, THE COMMENCEMENT OF SUCH AN ACTION WILL NOT CONSTITUTE A WAIVER OF THE RIGHT TO ARBITRATE AND THE COURT SHALL REFER TO ARBITRATION AS MUCH OF SUCH ACTION, INCLUDING COUNTERCLAIMS, AS LAWFULLY MAY BE REFERRED TO ARBITRATION. JUDGMENT UPON ANY AWARD RENDERED BY ANY ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. NOTHING IN THIS AGREEMENT SHALL PRECLUDE ANY PARTY FROM SEEKING EQUITABLE RELIEF FROM A COURT OF COMPETENT JURISDICTION. THE STATUTE OF LIMITATIONS, ESTOPPEL, WAIVER, LACHES, AND SIMILAR DOCTRINES WHICH WOULD OTHERWISE BE APPLICABLE IN AN ACTION BROUGHT BY A PARTY SHALL BE APPLICABLE IN ANY ARBITRATION PROCEEDING, AND THE COMMENCEMENT OF AN ARBITRATION PROCEEDING SHALL BE DEEMED THE COMMENCEMENT OR AN ACTION FOR THESE PURPOSES. THE FEDERAL ARBITRATION ACT SHALL APPLY TO THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement dxxx xxt waive Lender's right to strict perfxxxxxxe of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker xx xxxorser, including accommodation makers, will not be insecure with regard released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the repayment changes and provisions of Xxxxxxxx's Loan and Notethis Agreement or otherwise will not be released by it. Lender shall have no obligation or liability to Borrower or This waiver applies not only to any other person initial extension, modification or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal release, but also to extend Loan Advances to Borrower for any of the reasons stated aboveall such subsequent actions. UNCOLLECTED FUNDS AVAILABILITY. LENDER AGREES TO MAKE AVAILABXX XX BORROWER AN UNCOLLECTED FUNDS PROTECTION FACILITY IN THE AMOUNT OF ONE MILLION AND 00/100 U.S. DOLLARS ($1,000,000.00). BORROWER MAY USE UP TO $1,000,000.00 OF UNCOLLECTED FUNDS DEPOSITED INTO BORROWER'S BUSINESS CHECKING ACCOUNT #22606270. (SEE "RIDER TO BXXXXXXX LOAN AGREEMENT" DATED 04-29-2002.).

Line of Credit. Xxxxxxxx's This Note shall be considered for all purposes as evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing straight line of credit basiscredit. Loan Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. Advances under Xxxxxxxx's this Note may be requested either orally or in writingwriting by Borrower or as provided in this pxxxxxxxx. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The xxxxxxing persons currently are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Xxxxxr's address shown above, wrixxxx xotice of revocation of their authority: ROBERT A. OLAH, President of BADGXX XXXXX XXXXX, INC.; and WILLIAM H. PETERX, Xxief Fin. Offxxxx & XX xx XXXXER PAPER MILLS, INC. Borrower agrees to be liable xxxxle for all sums xxx xxxx either: (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer an authorized person or other representative of Borrower or (B) credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under any of Borrower's Loan and accounts with Lender. Xxx xxxxid principal balaxxx xxing on this Note shall at all times any time may be evidenced by endorsements on the Note, this Note or alternatively, by XxxxxxLender's internal records, including Xxxxxx's daily includxxx xxily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Noteouts. Lender shall will have no obligation or liability to advance funds under this Note if: (A) Borrower or to any other person guarantor is in default under the terms of this Note or persons arising out any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated above.guarantor ceases doing business PROMISSORY NOTE (Continued)

Line of Credit. Xxxxxxxx's Note shall be considered for all purposes On the terms and subject to the conditions set forth in this Agreement, from time to time, on any business day after the date hereof and prior to the maturity date indicated above, and so long as a "master note" and shall evidence no Event of Default has occurred under the Note, this Agreement, and/or under any and all Loan of the Related Documents, Lender agrees to make Advances made by Xxxxxx to Borrower from time to time on a self-replenishing line from the date of credit basisthis Agreement to the Expiration Date, provided the aggregate amount of such Advances outstanding at any time does not exceed the Borrowing Base. Loan Lender's Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, with appropriate entries on Lender's records to reflect the outstanding principal balance owing thereunder following each Advance and full or alternativelypartial repayment thereof, all interest accruing on such Advances, and all Lender's Expenditures, attorneys' fees and expenses, and other fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. All Advances, all interest, all Lender's Expenditures and all attorneys' and other fees, charges, and other expenses which are from time to time due and payable as specified in this Agreement or any Related Document are and shall be due and payable on demand by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and NoteLender. Lender shall have no obligation is hereby authorized and empowered to pay itself for any Advances, interest, Lender's Expenditures, and/or any attorneys' and other fees, charges, and other expenses which are from time to time due and payable as specified in this Agreement or liability to Borrower or any Related Document and charge same to any deposit or other person accounts maintained or persons arising out of established by Borrower with Lender and/or to make Advances under this Agreement or any Related Document in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to connection with same. Within the foregoing limits, Borrower for any of the reasons stated above.may borrow, partially or wholly prepay, and reborrow under this Agreement as follows:

Line of Credit. Xxxxxxxx's This Note shall be considered for all purposes as evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing revolving line of credit basiscredit. Loan Advances under Xxxxxxxx's Note this Note, as well as directions for payment from Borrower’s accounts, may be requested orally or in writingwriting by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx Borrower agrees to be liable for all sums either: (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer an authorized person or other representative of Borrower or (B) credited to Xxxxxxxx's deposit account(s) any of Borrower’s accounts with XxxxxxLender. Xxxxxxxx additionally agrees that the The unpaid principal balance outstanding under Borrower's Loan and owing on this Note shall at all times any time may be evidenced by endorsements on the Note, this Note or alternatively, by Xxxxxx's Lender’s internal records, including Xxxxxx's daily computer print-outouts. Borrower additionally agrees that Lender may, within its sole judgment, refuse will have no obligation to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occuradvance funds under this Note if: (aA) Borrower or any guarantor is in default under the amount terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the requested Loan Advance will result in Borrower exceeding its maximum line signing of creditthis Note; (bB) Borrower or any guarantor ceases doing business or is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advancesinsolvent; (cC) Xxxxxxxx has failed any guarantor seeks, claims or otherwise attempts to provide Lender limit, modify or revoke such guarantor’s guarantee of this Note or any other loan with satisfactory documentation to support the requested Loan AdvanceLender; (dD) Xxxxxx Borrower has reason applied funds provided pursuant to believe that this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure. HEDGING INSTRUMENTS. Obligations and indebtedness includes, without limitation all obligations, indebtedness and liabilities arising pursuant to or in connection with any interest rate swap transaction, basis swap, forward rate transaction, interest rate option, price risk hedging transaction or any similar transaction between the Borrower and Lender. APPLICABLE MARGIN. An exhibit, titled “Applicable Margin,” is not presently complyingattached to this Note and by this reference is made a part of this Note just as if all the provisions, or has not complied with the terms and conditions of the Exhibit had been fully set forth in this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated above.

Line of Credit. Xxxxxxxx's On the Closing Date, subject to fulfillment of all conditions precedent set forth herein, Lender agrees to open the Line of Credit in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the requested Borrowing, if made, will not cause a Default Condition or Event of Default to exist, Borrower may borrow and repay and reborrow Advances under the Line of Credit; subject, however, to the requirement that at no time shall the aggregate principal amount of outstanding Advances under the Line of Credit exceed the lesser of: (A) the Maximum Amount or (B) the Borrowing Base (such requirement being generally referred to herein as the “Borrowing Base Requirement”); and subject, further, to the requirement that if, at any time hereafter, the Borrowing Base Requirement is not satisfied, Borrower will immediately repay the then principal balance of the Master Note by that amount necessary to satisfy the Borrowing Base Requirement. All proceeds so obtained under the Line of Credit shall be considered used by Borrower to refinance existing Debt or for all purposes as a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to working capital in 1. Borrower from time to time on a self-replenishing line of credit basis. Loan may request Advances under Xxxxxxxx's Note may be the Line of Credit by giving to Lender a Notice of Borrowing not later than 10:00 a.m. (Atlanta, Georgia time) on the date of the requested orally or in writing. Lender mayAdvance; provided, but need nothowever, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note that, in accordance with the Telephone Instruction Letter, Borrower may provide such instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Notetelephone, or alternativelyprovided, by Xxxxxx's internal recordsfurther, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of such telephone request shall be confirmed in writing not later than the Business Day following conditions exists or will occur: (a) the amount disbursement of the requested Loan Advance will result Advance. The Line of Credit shall terminate on the Termination Date, but may be terminated earlier by Borrower, upon its giving at least ten (10) days advance written notice to Lender, subject, however, to Borrower’s payment of any early termination fee then due (if so specified in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated aboveSection 2.2.2).

Line of Credit. Xxxxxxxx's Note shall be considered Bank will establish for all purposes as Borrowers for and during the period from the date hereof and until June 30, 1998 (the "CONTRACT PERIOD"), subject to the terms and conditions hereof, a revolving line of credit (the "master note" and shall evidence any and all Loan Advances made by Xxxxxx LINE") pursuant to Borrower which Bank will from time to time on a self-replenishing line make loans or other extensions of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or to Borrowers in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with an aggregate amount not exceeding at any time the instructions lesser of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the sum of (i) an amount up to eighty percent (80%) of the amount of each Borrower's Eligibles, plus (ii) an amount up to fifty percent (50%) of the requested Loan Advance will result in Borrower exceeding its maximum line amount of credit; each Borrower's Eligible Unbilled Receivables, plus (iii) an amount up to thirty percent (30%) of the Value of each Borrower's Eligible Inventory, or (b) Borrower is not complying or has not complied with Xxxxxx's procedures Twelve Million Dollars ($12,000,000.00). Notwithstanding the foregoing, the maximum amount of advances against Borrowers' Eligible Unbilled Receivables shall at no time exceed One Million Dollars ($1,000,000.00) in the aggregate. Within the limitations in this Agreement and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed subject to provide Lender with satisfactory documentation the individual sub-limits set forth in this Agreement, Borrowers may borrow, repay and reborrow under the Line. The Line shall be subject to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the all terms and conditions set forth in all of this Agreement, or has committed or is the 2 Loan Documents which terms and conditions are incorporated herein. Borrowers' obligation to repay the loans and extensions of credit under the Line shall be evidenced by Borrowers' amended and restated promissory note (the "Line Note") in the process face amount of committing an Event of Default hereunder Twelve Million Dollars ($12,000,000.00), which shall be in the form attached hereto as Exhibit "A", with the blanks appropriately filled in. Notwithstanding anything herein or under elsewhere to the contrary, Eligible Unbilled Receivables shall not include any Security Agreement directly accounts receivable arising from drilling services performed or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure performed utilizing any Drilling Equipment (as hereinafter deemed) in which Bank does not have a valid perfected first priority security interest or with regard respect to the repayment which Bank has not received an intercreditor agreement containing notice of Xxxxxxxx's Loan default, opportunity to cure and Note. Lender shall have no obligation or liability standstill protection provisions from all other lienholders in form and content acceptable to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated aboveBank."

Line of Credit. Xxxxxxxx's Note On the Closing Date, subject to fulfillment of all conditions precedent set forth herein, Lender agrees to open the Line of Credit in favor of Borrower so that, during the period from the Closing Date to, but not including, the Availability Termination Date, so long as there is not in existence any Default Condition or Event of Default and the requested Borrowing, if made, will not cause a Default Condition or Event of Default to exist, Borrower may request to borrow Advances under the Line of Credit; provided, however, that (i) once repaid, Advances made under this Agreement may not be reborrowed, (ii) at no time shall the aggregate principal amount of Advances made under the Line of Credit exceed the Maximum Amount, (iii) the Borrower may not request an Advance to be made on the Closing Date in (and during the first two weeks following the Closing Date the outstanding principal amount of Advances may not exceed) an amount greater than seventy-five percent (75%) of the Maximum Amount, and (iv) the Borrower may not request a Borrowing to be made on a date that is within fourteen calendar days following the date of the most recent Borrowing under this Agreement. All proceeds so obtained under the Line of Credit shall be considered used by Borrower solely to pay accrued and unpaid amounts owed to its subcontractors or suppliers for all purposes as a "master note" work performed or supplies delivered relating to “Customer Agreements” being transferred to Lender pursuant to the Asset Purchase Agreement, which accrued and shall evidence any and all Loan unpaid amounts are set forth on Schedule to the Asset Purchase Agreement. The obligations of the Borrower arising from Advances made to or on behalf of Borrower under the Line of Credit shall be evidenced by Xxxxxx the Note, which shall be executed by Borrower and delivered to Borrower Lender on the Closing Date. The outstanding principal amount of the Note may fluctuate from time to time time, but shall be due and payable in full on a self-replenishing line the Maturity Date, and shall bear interest from the date of credit basiseach disbursement of principal until paid in full at the Applicable Rate, payable in the manner described in Section 2.2. 1. Loan Borrower may request Advances under Xxxxxxxx's Note the Line of Credit by giving to Lender a Notice of Borrowing not later than five (5) Business Days prior to the requested Advance (which Notice of Borrowing may be requested orally or in writing. given to Lender mayprior to the Closing Date); provided, but need nothowever, require that, Borrower may provide such instructions by telephone, provided, further, that all oral requests any such telephone request shall be confirmed in writingwriting not later than the Business Day following such telephone request. Xxxxxxxx agrees Availability under the Line of Credit may be terminated by Borrower upon its giving at least 30 days advance written notice to Lender. The proceeds of each Borrowing under this Agreement shall be disbursed by the Lender within five (5) Business Days of receipt by Lender of and Notice of Borrowing with respect thereto and satisfaction of all conditions set forth in Article 4 with respect to such Borrowing, such disbursements to be liable made by the Lender for all sums advanced by Xxxxxx under Xxxxxxxx's Loan the account of the Borrower directly to the Borrower’s subcontractors and Note suppliers, as specified in accordance with the instructions Notice of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternativelyBorrowing, by Xxxxxx's internal recordscheck, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines wire transfer of funds or has reason to believe that any one or more of such other means as the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated abovereasonably determine.

Line of Credit. Xxxxxxxx's Note 2.1 Standard Federal hereby makes available the Line of Credit to the Borrowers, which shall not exceed at any one time outstanding the Line of Credit Limit. 2.2 The Line of Credit herein extended shall be considered for all purposes as a "master note" and shall evidence any and all Loan Advances made by Xxxxxx subject to Borrower from time to time on a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of the Line of Credit Note. Notwithstanding the principal amount of the Line of Credit Note as stated on the face thereof, the amount of principal actually owing on the Line of Credit Note at any given time shall be the aggregate of all advances theretofore made to the Borrowers hereunder, less all payments of principal theretofore made by the Borrowers to Standard Federal hereunder. The books and records of Standard Federal shall be presumptive evidence of the amount of principal and interest owing hereunder at any time in the absence of manifest error. This Loan Agreement and the Line of Credit Note are of equal materiality and shall each be construed in such manner as to give full force and effect to all provisions of both documents. 2.3 Standard Federal shall, from time to time during the Revolving Credit Period, make advances to Borrowers under the Line of Credit upon request therefor by Borrowers made in accordance with the requirements of this Loan Agreement, or has committed or is provided that upon giving effect to such advance no Event of Default (as defined in the process Line of committing Credit Note or this Loan Agreement) and no event which with notice and/or the passage of time would become an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself shall exist at the time the advance is to be insecure made; and provided further that upon giving effect to such advance and at the time the advance is to be made all of the representations and warranties of Borrowers contained in this Loan Agreement and all other documents executed in connection with regard the Line of Credit are true and correct; and provided further that at the time the advance is to be made Standard Federal shall not have previously or concurrently declared all amounts owing under the Line of Credit Note to be immediately due and payable; and provided further the amount requested shall not cause the total amount outstanding under the Line of Credit to exceed the Credit Limit. During the Revolving Credit Period, the Line of Credit shall be a revolving credit so that the Borrowers may borrow, re-pay and re-borrow principal amounts under the provisions of this Section. 2.4 Line LIBOR Borrowings under the Line of Credit shall bear interest at the Line of Credit LIBOR Rate and Prime Rate Borrowings under the Line of Credit shall bear interest at the Prime-Based Rate. Borrowers shall have the option to designate whether Borrowings shall consist of Line LIBOR Borrowings or Prime Rate Borrowings, to be exercised as hereinafter described. Interest shall be calculated on the basis of a year of 360 days for the actual number of days amounts are outstanding. 2.5 As provided in the Line of Credit Note, interest accrued on Prime Rate Borrowings and Line LIBOR Borrowings as of the end of each month during the Revolving Credit Period shall be payable monthly, in arrears, on the first day of the following month. 2.6 If at any time the amount outstanding under the Line of Credit shall exceed the Credit Limit, Borrowers shall, on demand, forthwith pay to Standard Federal such sums as are necessary to reduce the amount outstanding to an amount not greater than the Credit Limit. 2.7 Borrowers shall pay to Standard Federal, on the first day of each month, commencing on the first payment date after the date hereof, and continuing on the same day of each consecutive month thereafter until the termination of the Line of Credit and all sums owing for principal and interest with respect to the repayment Line of Xxxxxxxx's Credit are paid in full, the Unused Line Fee. 2.8 In all events, unless terminated earlier in accordance with the provisions of this Loan Agreement, the Line of Credit shall terminate on the Line of Credit Maturity Date. Standard Federal and the Borrowers may, but shall not be obligated to, agree to extend the Line of Credit Maturity Date and any extension thereof, upon a review of the Line of Credit. If, at the time of any review of the Line of Credit, the Borrowers and Standard Federal do not mutually agree to extend the Line of Credit Maturity Date, the Line of Credit Maturity Date shall not be extended and the entire outstanding principal balance under the Line of Credit Note. Lender shall have no obligation or liability to Borrower or to , together with all accrued interest and any other person amounts which are payable under the Line of Credit, shall be due and payable in full on the Line of Credit Maturity Date. 2.9 Borrowers acknowledge and agree that in making, extending or persons arising out renewing the Line of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any Credit, Standard Federal is relying on the representations, covenants and agreements of the reasons stated aboveBorrowers contained in this Loan Agreement and such Line of Credit shall be subject to the terms and provisions hereof.

Line of Credit. Xxxxxxxx's Note Pursuant to the terms of this Agreement, Lender shall be considered for all purposes as a "master note" make the Line of Credit available to Borrower, upon the request of Borrower, upon the following terms and shall evidence any and all Loan Advances made by Xxxxxx to conditions: (1) Borrower has the right, from time to time time, to borrow, pay and reborrow on account of the Line of Credit and Lender shall make advances on account of the Line of Credit (“Advances”) to Borrower as described herein, provided that Lender will not be required and shall have no obligation to make any Advance (x) so long as a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced Default has occurred and has not been cured by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited waived by Lender or an Event of Default has occurred and has not been waived by Lender, (y) if Lender’s obligation to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Notemake Advances has terminated as set forth in Section 2(a)(3), or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (az) if the amount of the requested Loan Advance will result in Borrower exceeding its maximum line would exceed the amount available to be borrowed under the Line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support Credit. The principal amount of the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complyingLine of Credit, or has such part thereof as may be from time to time outstanding, shall be in an amount not complied with to exceed $1,000,000 at any time and shall be evidenced by a promissory note dated the terms date hereof, executed by Borrower and conditions payable to the order of this AgreementLender, or has committed or is in the process form of committing Exhibit A (the “Line of Credit Note”); (2) All Advances made by Lender to Borrower pursuant to this Section 2(a) shall be recorded in an Event account on the books of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Lender bearing Borrower's Loan and Note; or ’s name (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Notehereinafter called “Borrower’s Account”). Lender shall have no obligation or liability render and send to Borrower a monthly statement of Borrower’s Account showing the outstanding aggregate principal balance of the Line of Credit, together with interest and other appropriate debits and credits as of the date of the statement. The statement of Borrower’s Account shall be considered correct in all respects, absent manifest error, and accepted by and be conclusively binding upon Borrower unless Borrower makes specific written objections thereto within 30 days after the date the statement of Borrower’s Account is sent; and (3) Lender’s obligation to make Advances shall terminate on the Line of Credit Maturity Date. On the Line of Credit Maturity Date, Borrower shall immediately pay to Lender the then outstanding aggregate principal amount of the Line of Credit, together with interest accrued thereon to the date of payment. No such termination shall (i) in anyway affect or impair the security interest granted to Lender hereunder or any other person or persons arising out rights of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for Lender under any of the reasons stated aboveLoan Documents, arising prior to any such termination or by reason thereof, (ii) relieve Borrower of any obligation to Lender under any of the Loan Documents, or otherwise, until all the Obligations are fully paid and performed, or (iii) affect any right or remedy of Lender under any of the Loan Documents.

Line of Credit. Xxxxxxxx's Note shall be considered for all purposes as a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures Pursuant to this Agreement and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreementthe Line Note and upon satisfaction of the conditions precedent in Section 5 hereof, the Borrowers may borrow, repay and reborrow under the Line of Credit; provided, however, that (i) the aggregate amount of all advances and borrowings at anyone time outstanding thereunder shall not exceed the face amount of the Line Note minus the amount of all Open Credits or has committed or is such lesser amount provided for in the process Availability Letter (such maximum permitted amount being referred to as the "Maximum Availability"); and (ii) any privilege of committing the Borrowers to request advances or to borrow under the Line of Credit shall terminate on June 30, 2015 (as such date may be extended by the Bank in writing from time to time, in the Bank's sole and absolute discretion, the "Termination Date") or at the Bank's option, on the earlier occurrence of a Default or an Event of Default; (b) All advances under the Line of Credit shall be evidenced by the Line Note, shall bear interest thereunder and all principal, interest and other amounts due thereunder shall be due and payable in full on the Termination Date; (c) Borrower shall not request advances under the Line of Credit which would cause the Maximum Availability to be exceeded if the advance were made. (d) The making of any advances by the Bank to the Borrowers under the Line of Credit in excess of the Maximum Availability is for the Borrowers' benefit and does not in any way effect the unconditional obligation of the Borrowers to repay such advances under the terms of the Line Note and the other applicable Loan Documents. Without limiting any other rights available to the Bank under the Loan Documents, the Borrowers agree to pay to the Bank upon DEMAND (whether or not an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (eexists) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any principal balance of the reasons stated aboveLine of Credit outstanding in excess of the Maximum Availability together with all accrued and unpaid interest owing on said excess amounts.

Line of Credit. Xxxxxxxx's Note On the Closing Date, subject to fulfillment of all conditions precedent set forth in Section 10, Lender agrees to open the Line of Credit in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the requested Borrowing, if made, will not cause a Default Condition or Event of Default to exist, Borrower may borrow and repay and reborrow Advances in up to a maximum aggregate principal amount outstanding at any one time equal to the Commitment; subject, however, to the requirement that at no time shall the aggregate principal amount of (i) outstanding Advances under the Line of Credit, plus (ii) the aggregate amount of all Letter of Credit Obligations incurred pursuant to Section 2.1.2, exceed the Commitment. All proceeds so obtained under the Line of Credit may be used by Borrower for working capital and general corporate purposes in such manner as Borrower may elect in the ordinary course of its business operations in conformity with the terms of this Agreement, including, particularly, Section 3.10. The Debts arising from Advances made to or on behalf of Borrower under the Line of Credit shall be considered for all purposes as a "master note" evidenced by the Master Note, which shall be executed by Borrower and shall evidence any and all Loan Advances made by Xxxxxx delivered to Borrower Lender on the Closing Date. The outstanding principal amount of the Master Note may fluctuate from time to time time, but shall be due and payable in full on a self-replenishing line the Termination Date, and shall bear interest from the date of credit basiseach disbursement of principal until paid in full at the Applicable Rate, payable in the manner described in Section 2.2.1. Loan Subject to any contrary provisions of Section 2.2.1 in respect of LIBOR Borrowings, Borrower shall have the option to request Advances under Xxxxxxxx's Note may be requested orally the Line of Credit by telephone or in writing. a writing delivered to Lender maynot later than 11:00 a.m. (Atlanta, but need notGeorgia time) on the date of the requested Advance; provided, require however, that all oral any telephone requests shall be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note made in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that Telephone Instructions Letter and, unless otherwise approved by Lender, confirmed in writing not later than the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on Business Day following the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount disbursement of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated above.

Line of Credit. Xxxxxxxx's This Note shall be considered for all purposes as evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing revolving line of credit basiscredit. Loan Advances under Xxxxxxxx's this Note may be requested orally only in writing by Borrower or as provided in writingthis paragraph. All communications, instructions, or directions by telephone or otherwise to lender are to be directed to lender's office shown above. The following person or persons are authorized, except as provided in this paragraph, to request advances and authorize payments under the line of credit until Lender mayreceives from Borrower, but need notat Lender's address shown above, require that all oral written notice of revocation of such authority: Xxxxxx X. Xxxxx, Sole Member/Manager of Healthcare Distribution Specialists LLC. All Advance requests must be confirmed in writingIn writing on Lender's Transfer Request Form, and must be received by 3:00 PM on a day the Federal Reserve Bank Is open In order to receive same day credit. Xxxxxxxx Any requests received after 3:00 PM, may be processed on the next business day. Borrower agrees to be liable for all sums either: (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions Instructions of any officer an authorized person or other representative of Borrower or {B) credited to Xxxxxxxxany of Borrower's deposit account(s) accounts with XxxxxxLender. Xxxxxxxx additionally agrees that the The unpaid principal balance outstanding under Borrower's Loan and owing on this Note shall at all times any time may be evidenced by endorsements on the Note, this Note or alternatively, by XxxxxxLender's internal Internal records, including Xxxxxx's daily computer print-outprint outs. ERRORS AND OMISSIONS. Borrower additionally agrees, if requested by Lender, to fully cooperate In the correction, if necessary in the reasonable discretion of Lender, of any and all loan closing documents so that all documents accurately describe the loan between Lender and Borrower. Borrower agrees that Lender mayto assume all costs Including by way of illustration and not limitation, actual expenses, legal fees and marketing losses for failing to reasonably comply with Lender's requests within its sole judgmentthirty (30) days. CONSENT TO JURISDICTION. Borrower Irrevocably submits to the jurisdiction of any state or federal court sitting in the State of Maryland over any suit, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complyingaction, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons proceeding arising out of or relating to this Note. Borrower Irrevocably waives, to the fullest extent permitted by law, any objection that Borrower may now or hereafter have to the laying of venue of any such suit, action, or proceeding brought In any such court and any claim that any such suit, action, or proceeding brought In any such court has been brought In an inconvenient forum. Final judgment In any such suit, action, or proceeding brought In any such court shall be conclusive and binding upon Borrower and may be enforced in any way accruing from Xxxxxx's reasonable refusal court in which Borrower is subject to extend Loan Advances to jurisdiction by a suit upon such judgment provided that service of process is effected upon Borrower for any of the reasons stated aboveas provided in this Note or as otherwise permitted by applicable law.

Line of Credit. Xxxxxxxx's On the Closing Date, subject to fulfillment of all conditions precedent set forth in Section 16, Lender agrees to open the Line of Credit in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the requested Borrowing, if made, will not cause a Default Condition or Event of Default to exist, Borrower may borrow and repay and reborrow Advances in up to a maximum aggregate principal amount outstanding at any one time equal to the amount of the Line of Credit; subject, however, to the requirement that at no time shall the aggregate principal amount of (i) outstanding Advances under the Line of Credit, plus (ii) the aggregate amount of all Letter of Credit Obligations, exceed the lesser of: (A) the Commitment or (B) the Margin (such requirement being referred to herein as the "Margin Requirement"); and subject, further, to the requirement that if, at any time hereafter, the Margin Requirement is not satisfied, Borrower will immediately repay the then principal balance of the Master Note by that amount necessary to satisfy the Margin Requirement. All proceeds so obtained under the Line of Credit may be used by Borrower for working capital in such manner as Borrower may elect in the ordinary course of its and its Subsidiaries' business operations, to finance Permitted Acquisitions and for other, general corporate purposes not in conflict with the terms of this Agreement. The Debts arising from Advances made to or on behalf of Borrower under the Line of Credit shall be considered for all purposes as a "master note" evidenced by the Master Note, which shall be executed by Borrower and shall evidence any and all Loan Advances made by Xxxxxx delivered to Borrower Lender on the Closing Date. The outstanding principal amount of the Master Note may fluctuate from time to time time, but shall be due and payable in full on a self-replenishing line the Termination Date, and shall bear interest from the date of credit basiseach disbursement of principal until paid in full at the Applicable Rate, payable in the manner described in Section 2.2.1. Loan Subject to any contrary provisions of Section 2.2.1 in respect of LIBOR Borrowings, Borrower shall have the option to request Advances under Xxxxxxxx's Note may be requested orally the Line of Credit by telephone or in writing. a writing delivered to Lender maynot later than 11:00 a.m. (Atlanta, but need notGeorgia time) on the date of the requested Advance; provided, require however, that all oral any telephone requests shall be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note made in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that Telephone Instructions Letter and, unless otherwise approved by Lender, confirmed in writing not later than the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on Business Day following the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount disbursement of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated above.

Line of Credit. Xxxxxxxx's Note shall be considered (a) Lenders will establish for all purposes as Borrower for and during the period from the date hereof and until the Expiration Date, subject to the terms and conditions hereof, a "master note" and shall evidence revolving line of credit (the “Line”) pursuant to which Lenders will from time to time make Loans to Borrower in an aggregate outstanding principal amount not to exceed at any and all Loan Advances made by Xxxxxx time the Committed Amount. Each Lender severally agrees to make Loans to Borrower from time to time on a self-replenishing line in an amount equal to such Lender’s Commitment Percentage of credit basisthe advance under the Line requested by Borrower and in an aggregate principal amount up to its Commitment Percentage of the Committed Amount; provided, however, that (i) with regard to each Lender individually, the aggregate principal amount of such Lender’s Commitment Percentage of Loans plus Letter of Credit Obligations shall not exceed such Lender’s Commitment Percentage of the Committed Amount and (ii) with regard to the Lenders collectively, the aggregate principal amount of Loans plus Letter of Credit Obligations shall not exceed the Committed Amount. Loan Advances under Xxxxxxxx's Note may Neither Agent nor any other Lender shall be obligated to advance the share of any other Lender. Agent shall not be required to make the full amount of any requested orally or in writing. Lender mayadvance unless and until it receives funds representing each other Lender’s Commitment Percentage of such requested advance, but need notAgent shall advance to Borrower that portion of the requested advance equal to the Commitment Percentages of such requested advance which it has received from Lenders. Within the limits of the Line, require that Borrower may borrow, repay and re-borrow under the Line. The Line shall be subject to all oral terms and conditions set forth in all of the Loan Documents, which terms and conditions are incorporated herein. (b) The obligations to repay the Loans and to pay interest thereon shall be evidenced by a promissory note of Borrower to Agent in substantially the form of Exhibit A attached hereto (“Line Note”). In the event a Lender requests be confirmed in writing. Xxxxxxxx a separate promissory note of Borrower representing such Lender’s Commitment, Borrower hereby agrees to execute and deliver to such Lender a separate Line Note substantially in the form of Exhibit A attached hereto, payable to the order of such Lender in a principal amount equal to such Lender’s Commitment and representing the obligations of Borrower to pay such Lender the amount of such Lender’s Commitment or, if less, the aggregate unpaid principal amount of all Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. All payments under the Line Notes shall be liable for all sums advanced remitted by Xxxxxx under Xxxxxxxx's Borrower to Agent. In the event any Lender receives a Loan and Note payment directly from Borrower, such Lender shall immediately remit the entire amount of such payment to Agent, to be disbursed by Agent in accordance with the instructions of any officer Section 13.13 hereof. Borrower irrevocably authorizes each Lender to make or other representative of Borrower or credited cause to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements made appropriate notations on the its Line Note, or alternativelyon a record pertaining thereto, by Xxxxxx's internal records, including Xxxxxx's daily computer print-outreflecting Loans and repayments thereof. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the The outstanding amount of the requested Loan Advance will result in Borrower exceeding its maximum line Loans set forth on such Lender’s Line Note or record shall be prima facie evidence of credit; (b) Borrower is not complying the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complyingrecord, or has any error in such notation or record shall not complied with limit or otherwise affect the terms and conditions obligations of this Agreement, or has committed or is in the process of committing an Event of Default Borrower hereunder or under any Security Line Note to make payments of principal of or interest on any Line Note when due. Any references herein to a “Note” or “Notes” shall be deemed to mean and refer to each Line Note individually and all Line Notes collectively. (c) For all Loans other than Swingline Loans, each Lender shall make its Commitment Percentage of each advance available to Agent, for the account of the Borrower, in funds immediately available to Agent at Agent’s designated office by 1:00 p.m. on the date specified in the applicable Line Request. For Swingline Loans, each Lender shall make its Commitment Percentage of each advance available to Agent, for the account of the Borrower, in funds immediately available to Agent at Agent’s designated office on the Business Day next succeeding the date specified in the applicable Line Request. If Agent does not receive each other Lender’s Commitment Percentage of an advance, and Agent elects, in its sole discretion, to make the advance on behalf of Lenders or any of them, Agent shall be entitled to recover each Lender’s Commitment Percentage of each such advance together with interest at a per annum rate equal to the Federal Funds Rate during the period commencing on the date such advance is made and ending on (but excluding) the date Agent recovers such amount; provided, however, that for advances made by Agent on behalf of Lenders for Swingline Loans, Agent shall be entitled to recover interest on such advance only from each Lender that fails to make its Commitment Percentage of such advance timely available to Agent. Each Lender is absolutely and unconditionally obligated, without deduction or setoff of any kind, to forward to Agent its Commitment Percentage of each advance made pursuant to the terms of this Agreement. To the extent Agent is not reimbursed by such Lender, Borrower shall repay Agent immediately upon demand such amount. Agent also shall be entitled to recover any and all actual losses and damages (including, without limitation, reasonable attorneys’ fees) from any Lender failing to so advance upon demand of Agent. Agent may set off the obligations of a Lender under this paragraph against any distributions of payments of the Obligations, which Agent would otherwise make available to such Lender, at any time. (d) To the extent and during the time period in which any Lender fails to provide or delays providing its respective payment to Agent pursuant to subparagraph (a) above, such Lender’s percentage of all payments of the Obligations (but not its Commitment Percentage of future advances required to be funded by such Lender) shall decrease to reflect the actual percentage which its actual outstanding Loans bears to the total outstanding Loans of all Lenders. During the time period in which any Lender fails to provide or delays providing its respective payment to Agent pursuant to subparagraph (a) above, such Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent or to vote on any matters relating to this Agreement directly or indirectly securing repayment and the other Loan Documents. All amendments, waivers and other modifications of Borrower's this Agreement and the other Loan and Note; or Documents may be made without regard to such Lender and, for purposes of the definition of Required Lenders, such Lender shall be deemed not to be a Lender. (e) Lender deems itself All Loans shall be repaid in full on the Expiration Date, as the same may be renewed pursuant to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated aboveSection 4.12.

Line of Credit. Xxxxxxxx's Note shall be considered for all purposes as a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures Pursuant to this Agreement and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreementthe Line Note and upon satisfaction of the conditions precedent in Section 5 hereof, the Borrowers may borrow, repay and reborrow under the Line of Credit; provided, however, that (i) the aggregate amount of all advances and borrowings at any one time outstanding thereunder shall not exceed the face amount of the Line Note minus the amount of all Open Credits or has committed or is such lesser amount provided for in the process Availability Letter (such maximum permitted amount being referred to as the “Maximum Availability”); and (ii) any privilege of committing the Borrowers to request advances or to borrow under the Line of Credit shall terminate on June 30, 2017 (as such date may be extended by the Bank in writing from time to time, in the Bank’s sole and absolute discretion, the “Termination Date”) or at the Bank’s option, on the earlier occurrence of a Default or an Event of Default; (b) All advances under the Line of Credit shall be evidenced by the Line Note, shall bear interest thereunder and all principal, interest and other amounts due thereunder shall be due and payable in full on the Termination Date; (c) Borrower shall not request advances under the Line of Credit which would cause the Maximum Availability to be exceeded if the advance were made. (d) The making of any advances by the Bank to the Borrowers under the Line of Credit in excess of the Maximum Availability is for the Borrowers’ benefit and does not in any way effect the unconditional obligation of the Borrowers to repay such advances under the terms of the Line Note and the other applicable Loan Documents. Without limiting any other rights available to the Bank under the Loan Documents, the Borrowers agree to pay to the Bank upon DEMAND (whether or not an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (eexists) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any principal balance of the reasons stated aboveLine of Exhibit 10.61 Credit outstanding in excess of the Maximum Availability together with all accrued and unpaid interest owing on said excess amounts.”

Line of Credit. Xxxxxxxx's Note shall be considered (a) Lenders will establish for all purposes as Borrower for and during the period from the date hereof and until the Expiration Date, subject to the terms and conditions hereof, a "master note" and shall evidence revolving line of credit (the “Line”) pursuant to which Lenders will from time to time make Loans to Borrower in an aggregate outstanding principal amount not to exceed at any and all Loan Advances made by Xxxxxx time Sixty Million Dollars ($60,000,000) (the “Committed Amount”). Each Lender severally agrees to make Loans to Borrower from time to time on a self-replenishing line in an amount equal to such Lender’s Commitment Percentage of credit basisthe advance under the Line requested by Borrower and in an aggregate principal amount up to its Commitment Percentage of the Committed Amount; provided, however, that (i) with regard to each Lender individually, the aggregate principal amount of such Lender’s Commitment Percentage of Loans plus Letter of Credit Obligations shall not exceed such Lender’s Commitment Percentage of the Committed Amount and (ii) with regard to the Lenders collectively, the aggregate principal amount of Loans plus Letter of Credit Obligations shall not exceed the Committed Amount. Loan Advances under Xxxxxxxx's Note may Neither Agent nor any other Lender shall be obligated to advance the share of any other Lender. Agent shall not be required to make the full amount of any requested orally or in writing. Lender mayadvance unless and until it receives funds representing each other Lender’s Commitment Percentage of such requested advance, but need notAgent shall advance to Borrower that portion of the requested advance equal to the Commitment Percentages of such requested advance which it has received from Lenders. Within the limits of the Line, require that Borrower may borrow, repay and re-borrow under the Line. The Line shall be subject to all oral terms and conditions set forth in all of the Loan Documents, which terms and conditions are incorporated herein. (b) The obligations to repay the Loans and to pay interest thereon shall be evidenced by a promissory note of Borrower to Agent in substantially the form of Exhibit A attached hereto (“Line Note”). In the event a Lender requests be confirmed in writing. Xxxxxxxx a separate promissory note of Borrower representing such Lender’s Commitment, Borrower hereby agrees to execute and deliver to such Lender a separate Line Note substantially in the form of Exhibit A attached hereto, payable to the order of such Lender in a principal amount equal to such Lender’s Commitment and representing the obligations of Borrower to pay such Lender the amount of such Lender’s Commitment or, if less, the aggregate unpaid principal amount of all Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. All payments under the Line Notes shall be liable for all sums advanced remitted by Xxxxxx under Xxxxxxxx's Borrower to Agent. In the event any Lender receives a Loan and Note payment directly from Borrower, such Lender shall immediately remit the entire amount of such payment to Agent, to be disbursed by Agent in accordance with the instructions of any officer Section 13.13 hereof. Borrower irrevocably authorizes each Lender to make or other representative of Borrower or credited cause to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements made appropriate notations on the its Line Note, or alternativelyon a record pertaining thereto, by Xxxxxx's internal records, including Xxxxxx's daily computer print-outreflecting Loans and repayments thereof. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the The outstanding amount of the requested Loan Advance will result in Borrower exceeding its maximum line Loans set forth on such Lender’s Line Note or record shall be prima facie evidence of credit; (b) Borrower is not complying the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complyingrecord, or has any error in such notation or record shall not complied with limit or otherwise affect the terms and conditions obligations of this Agreement, or has committed or is in the process of committing an Event of Default Borrower hereunder or under any Security Agreement directly Line Note to make payments of principal of or indirectly securing repayment interest on any Line Note when due. Any references herein to a “Note” or “Notes” shall be deemed to mean and refer to each Line Note individually and all Line Notes collectively. (c) Each Lender shall make its Commitment Percentage of each advance available to Agent, for the account of the Borrower's Loan , in funds immediately available to Agent at Agent’s designated office by 1:00 p.m. on the date specified in the applicable Line Request. If Agent does not receive each other Lender’s Commitment Percentage of an advance, and Note; Agent elects, in its sole discretion, to make the advance on behalf of Lenders or any of them, Agent shall be entitled to recover each Lender’s Commitment Percentage of each such advance together with interest at a per annum rate equal to the Federal Funds Rate during the period commencing on the date such advance is made and ending on (ebut excluding) the date Agent recovers such amount. Each Lender deems itself is absolutely and unconditionally obligated, without deduction or setoff of any kind, to forward to Agent its Commitment Percentage of each advance made pursuant to the terms of this Agreement. To the extent Agent is not reimbursed by such Lender, Borrower shall repay Agent immediately upon demand such amount. Agent also shall be entitled to recover any and all actual losses and damages (including, without limitation, reasonable attorneys’ fees) from any Lender failing to so advance upon demand of Agent. Agent may set off the obligations of a Lender under this paragraph against any distributions of payments of the Obligations, which Agent would otherwise make available to such Lender, at any time. (d) To the extent and during the time period in which any Lender fails to provide or delays providing its respective payment to Agent pursuant to subparagraph (a) above, such Lender’s percentage of all payments of the Obligations (but not its Commitment Percentage of future advances required to be insecure with funded by such Lender) shall decrease to reflect the actual percentage which its actual outstanding Loans bears to the total outstanding Loans of all Lenders. During the time period in which any Lender fails to provide or delays providing its respective payment to Agent pursuant to subparagraph (a) above, such Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent or to vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to such Lender and, for purposes of the repayment definition of Xxxxxxxx's Loan and Note. Required Lenders, such Lender shall have no obligation or liability be deemed not to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated abovebe a Lender.

Line of Credit. Xxxxxxxx's This Note shall be considered for all purposes as evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing revolving line of credit basiscredit. Loan Advances under Xxxxxxxx's this Note may be requested either orally or in writingwriting by Borrower or as provided in this paragraph. Lender may, but need notnot need, require that all oral requests be confirmed in writing. Xxxxxxxx All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender’s office shown above. The following person currently is authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of his or her authority: X. Xxx Xxxxxxxx, Chairman of the Board of Stationers, Inc. Borrower agrees to be liable for all sums either: (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer an authorized person or other representative of Borrower or (B) credited to Xxxxxxxx's deposit account(s) any of Borrower’s accounts with XxxxxxLender. Xxxxxxxx additionally agrees that the The unpaid principal balance outstanding under Borrower's Loan and owing on this Note shall at all times any time may be evidenced by endorsements on the Note, this Note or alternatively, by Xxxxxx's Lender’s internal records, including Xxxxxx's daily computer print-outouts. Borrower additionally agrees that Lender may, within its sole judgment, refuse will have no obligation to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occuradvance funds under this Note If: (aA) Borrower or any guarantor is in default under the amount terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the requested Loan Advance will result in Borrower exceeding its maximum line signing of creditthis Note; (bB) Borrower or any guarantor ceases doing business or is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advancesinsolvent; (cC) Xxxxxxxx has failed any guarantor seeks, claims or otherwise attempts to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complyinglimit, modify or has not complied with the terms and conditions revoke such guarantor’s guarantee of this Agreement, Note or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Noteother loan with Lender; or (eD) Lender deems itself Borrower has applied funds provided pursuant to be insecure with regard to the repayment of Xxxxxxxx's Loan and Notethis Note for purposes other than those authorized by Lender. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated abovePRIOR NOTE. THIS NOTE REPRESENTS THE RENEWAL AND EXTENSION OF THAT CERTAIN PROMISSORY NOTE DATED 12/06/99. THE NOTE WAS RENEWED AND EXTEDED ON 10/17/00, 04/06/01 AND 10/7/02. ALL TERMS AND CONDITIONS OF THE ORGINAL NOTE, INCLUDING PROVISIONS FOR COLLATERAL AND PERSONAL GUARANTEES, SHALL REMAIN IN FULL FORCE AND EFFECT.

Line of Credit. Xxxxxxxx's Note Section 2.9.1 of the Agreement is hereby amended by substituting the following new Section 2.9.1 in lieu of the existing Section 2.9.1: Borrower shall give Bank email, telex or telegraphic notice of its intention to borrow under the Line of Credit (a “Borrowing Base Request”) by not later than 10:00 a.m. (Indianapolis time) on the proposed borrowing date, which shall be considered for all purposes as a "master note" and Banking Day. With each draw request, Borrower shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender maysubmit the necessary documentation including, but need notnot limited to, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan a Borrowing Base reconciliation and Note in accordance with the instructions any accompanying backup documentation, such as sales journals, copies of any officer invoices, or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that supporting information as deemed reasonably necessary by the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within Bank in its sole judgmentdiscretion (collectively, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing “Borrowing Base Documentation”). It shall be an Event of Default hereunder if any Borrowing Base Documentation contains any misrepresentations. Each Borrowing Base Request once received by Bank shall be irrevocable, subject to Section 2.13 hereof. Borrower agrees that Bank may rely on any such email, telex or under telegraphic Borrowing Base Request made by any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself Person whom Bank in good faith believes to be insecure with regard to authorized. Each Borrowing Base Request, including the repayment accompanying Borrowing Base report, shall in and of Xxxxxxxx's Loan itself constitute a representation and Note. Lender shall have warranty on behalf of Borrower that no obligation Default or liability to Borrower Unmatured Default (except the Waived Default expressly waived herein, as provided by Article 6) has occurred and is continuing or to any other person or persons arising out of or in any way accruing would result from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any the making of the reasons stated aboveAdvance requested by the Borrowing Base Request and that the requested Advance shall not cause the principal balance of the Line of Credit to exceed the maximum amount available under the Line of Credit from time to time. Provided that there is availability under the Line of Credit, Bank shall use its commercially reasonable best efforts to deposit each Advance into the Operating Account (as such term is defined in paragraph 5.2.15) no later than 2:00 p.m. (Indianapolis time) on the Banking Day upon which the Borrower makes a Borrowing Base Request.

Line of Credit. Xxxxxxxx's Note Provided that no Event of Default shall be considered for all purposes as a "master note" have occurred and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender mayno condition which, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions giving of any officer notice or other representative the passage of Borrower time or credited both would constitute an Event of Default shall exist, and subject to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this AgreementAgreement and the conditions precedent enumerated in Section 4 hereof, Bank agrees to make the Line of Credit available to Borrower until the Line of Credit Termination Date. Borrower may use the Line of Credit by borrowing, repaying and reborrowing; provided however, that at no time shall the aggregate principal amount outstanding under the Line of Credit exceed the Line of Credit Limit. 3. I. I The borrowing procedures under the Line of Credit shall be as follows. Upon notice from an Authorized Signer indicating that Borrower wishes to borrow under the Line of Credit, Bank will lend and forthwith credit to the Line of Credit Account such sums as Borrower may from time-to-time request; provided, however, that in no event shall Bank lend or has committed credit to the Line of Credit Account any sums which would increase the amount outstanding under the Line of Credit to an amount in excess of the Line of Credit Limit. Borrower may add or is in the process of committing an Event of Default hereunder remove persons as Authorized Signers by written notice to Bank, such addition or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself removal to be insecure effective upon actual receipt of such notice by Bank. Borrower shall file with regard to the repayment Bank a specimen signature of Xxxxxxxx's Loan and Noteeach Authorized Signer. Lender Bank shall have incur no obligation or liability to Borrower by acting upon instructions hereunder which the recipient thereof believes in good faith to have been given by an Authorized Signer, and Borrower shall be liable to Bank for all Advances made by Bank hereunder on the basis of such instructions. Whether or not Borrower receives notice of debits or credits to the Line of Credit Account, or the Advances or repayments, the amounts owing hereunder and under the Line of Credit Note shall be as indicated by Bank's records, absent manifest error. All instructions shall be given by 2:30 p.m. on any other person or persons arising out of or Business Day in any way accruing from Xxxxxx's reasonable refusal order to extend Loan Advances to Borrower for any be effective that day. If given after 2:30 p.m., such instructions shall be effective as of the reasons stated abovenext Business Day.

Line of Credit. Xxxxxxxx's Note shall be considered for On the Closing Date, subject to fulfillment of all purposes conditions precedent set forth herein, Lender agrees to open the Line of Credit in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the requested Borrowing, if made, will not cause a "master note" Default Condition or Event of Default to exist, Borrower may borrow and shall evidence any repay and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing line of credit basis. Loan reborrow Advances under Xxxxxxxxthe Line of Credit; subject, however, to the requirement that at no time shall the aggregate principal amount of outstanding Advances under the Line of Credit exceed the lesser of: (A) the Maximum Amount or (B) the Borrowing Base (such requirements being generally referred to herein as the "Borrowing Base Requirement"); and subject, further, to the requirement that if, at any time hereafter, the Borrowing Base Requirement is not satisfied, Borrower will immediately repay the then principal balance of the Master Note by that amount necessary to satisfy the Borrowing Base Requirement; provided, however, that, notwithstanding the foregoing, if Borrower's Note failure to meet the Borrowing Base Requirement occurs at any one time hereafter by the action of Lender, taken at such time, in reducing the amount of "Eligible Accounts" pursuant to clause (xv) of the definition thereof or reducing the amount of "Eligible Inventory" pursuant to clause (x) of the definition thereof (or reducing both such amounts simultaneously), then, Borrower shall have ten (10) days from the date such reduction(s) become effective within which to cause compliance with the Borrowing Base Requirement. All proceeds so obtained under the Line of Credit may be used by Borrower for working capital in such manner as Borrower may elect in the ordinary course of its business operations. The Debt arising from 1. Borrower may request Advances under the Line of Credit by giving to Lender a Notice of Borrowing not later than 11:00 a.m. (Atlanta, Georgia time) on the date of the requested orally or Advance; provided, however, that, in writing. Lender mayaccordance with the Telephone Instruction Letter, but need notBorrower may provide such instructions by telephone, require provided that all oral requests any such telephone request shall be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced , if requested by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with Lender, not later than the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that Business Day following the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount disbursement of the requested Loan Advance will result in Borrower exceeding Advance. The Line of Credit shall terminate on the Termination Date, but may be terminated earlier by Borrower, upon its maximum line of credit; giving at least ten (b10) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed days advance written notice to provide Lender with satisfactory documentation Lender, subject, however, to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or payment of any early termination fee then due (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or if so specified in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated aboveSection 2.2.2).

Line of Credit. Xxxxxxxx's On the Closing Date, subject to fulfillment of all conditions precedent set forth herein, Lender agrees to open the Line of Credit in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the requested Borrowing, if made, will not cause a Default Condition or Event of Default to exist, Borrower may borrow and repay and reborrow Advances under the Line of Credit; SUBJECT, HOWEVER, to the requirement that at no time shall the aggregate principal amount of outstanding Advances under the Line of Credit exceed the LESSER of: (A) the Maximum Amount or (B) the Borrowing Base (such requirements being generally referred to herein as the "BORROWING BASE REQUIREMENT"); and SUBJECT, FURTHER, to the requirement that if, at any time hereafter, the Borrowing Base Requirement is not satisfied, Borrower will immediately repay the then principal balance of the Master Note by that amount necessary to satisfy the Borrowing Base Requirement. All proceeds so obtained under the Line of Credit may be used by Borrower for working capital in such manner as Borrower may elect in the ordinary course of its business operations. The Debts arising from Advances made to or on behalf of Borrower under the Line of Credit shall be considered for all purposes as a "master note" evidenced by the Master Note, which shall be executed by Borrower and shall evidence any and all Loan Advances made by Xxxxxx delivered to Borrower Lender on the Closing Date. The outstanding principal amount of the Master Note may fluctuate from time to time time, but shall be due and payable in full on a self-replenishing line the Termination Date, and shall bear interest from the date of credit basiseach disbursement of principal until paid in full at the Applicable Rate, payable in the manner described in Section 2.2.1. Loan Borrower Agent may request Advances under Xxxxxxxx's Note may be the Line of Credit by giving to Lender a Notice of Borrowing not later than 1:00 p.m. (Atlanta, Georgia time) on the date of the requested orally or in writing. Lender mayAdvance; PROVIDED, but need notHOWEVER, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note that, in accordance with the Telephone Instruction Letter, Borrower Agent may provide such instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Notetelephone, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe PROVIDED that any one or more of such telephone request shall be confirmed in writing not later than the Business Day following conditions exists or will occur: (a) the amount disbursement of the requested Loan Advance will result in Borrower exceeding Advance. The Line of Credit shall terminate on the Termination Date, but may be terminated earlier by Borrower, upon its maximum line of credit; giving at least sixty (b60) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed days advance written notice to provide Lender with satisfactory documentation Lender, SUBJECT, HOWEVER, to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or payment of any early termination fee then due (e) Lender deems itself to be insecure with regard to if so specified on the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated aboveTransaction Data Schedule).

Line of Credit. Xxxxxxxx's On the Closing Date, subject to fulfillment of all conditions precedent set forth herein, Lender agrees to open the Line of Credit in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Event of Default and the requested Borrowing, if made, will not cause an Event of Default to exist, Borrower may borrow and repay and reborrow Advances under the Line of Credit; subject, however, to the requirement that at no time shall the sum of (i) the aggregate principal amount of outstanding Advances under the Line of Credit plus (ii) the amount available for drawing under each outstanding Letter of Credit plus (iii) all outstanding Reimbursement Obligations exceed the lesser of: (A) the Maximum Amount or (B) the Borrowing Base (such requirement being generally referred to herein as the "Borrowing Base Requirement"); and subject, further, to the requirement that if, at any time hereafter, the Borrowing Base Requirement is not satisfied, Borrower will immediately repay the then principal balance of the Master Note by that amount necessary to satisfy the Borrowing Base Requirement. All proceeds so obtained under the Line of Credit shall be considered used by Borrower to refinance existing Debt or for all purposes working capital in such manner as a "master note" and shall evidence any and all Loan Borrower may elect in the ordinary course of its business operations. The Debts arising from Advances made to or on behalf of Borrower under the Line of Credit shall be evidenced by Xxxxxx the Master Note, which shall be executed by Borrower and delivered to Borrower Lender on the Closing Date. The outstanding principal amount of the Master Note may fluctuate from time to time time, but shall be due and payable in full on a self-replenishing line the Termination Date, and shall bear interest from the date of credit basiseach disbursement of principal until paid in full at the Applicable Rate, payable in the manner described in Section 2.2. 1. Loan Borrower may request Advances under Xxxxxxxx's Note may be the Line of Credit by giving to Lender a Notice of Borrowing not later than 1:00 p.m. (Atlanta, Georgia time) on the date of the requested orally or in writing. Lender mayAdvance; provided, but need nothowever, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note that, in accordance with the Telephone Instruction Letter, Borrower may provide such instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Notetelephone, or alternativelyprovided, by Xxxxxx's internal recordsfurther, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of such telephone request shall be confirmed in writing not later than the Business Day following conditions exists or will occur: (a) the amount disbursement of the requested Loan Advance will result in Borrower exceeding Advance. The Line of Credit shall terminate on the Termination Date, but may be terminated earlier by Borrower, upon its maximum line of credit; giving at least ten (b10) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed days advance written notice to provide Lender with satisfactory documentation Lender, subject, however, to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or payment of any early termination fee then due (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or if so specified in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated aboveSection 2.2.2).

Line of Credit. Xxxxxxxx's Note 2.1 Standard Federal hereby makes available the Line of Credit to the Borrowers, which shall not exceed at any one time outstanding the Line of Credit Limit. 2.2 The Line of Credit herein extended shall be considered for all purposes as a "master note" and shall evidence any and all Loan Advances made by Xxxxxx subject to Borrower from time to time on a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of the Line of Credit Note. Notwithstanding the principal amount of the Line of Credit Note as stated on the face thereof, the amount of principal actually owing on the Line of Credit Note at any given time shall be the aggregate of all advances theretofore made to the Borrowers hereunder, less all payments of principal theretofore made by the Borrowers to Standard Federal hereunder. The books and records of Standard Federal shall be presumptive evidence of the amount of principal and interest owing hereunder at any time in the absence of manifest error. This Loan Agreement and the Line of Credit Note are of equal materiality and shall each be construed in such manner as to give full force and effect to all provisions of both documents. 2.3 Standard Federal shall, from time to time during the Revolving Credit Period, make advances to Borrowers under the Line of Credit upon request therefor by Borrowers made in accordance with the requirements of this Loan Agreement, or has committed or is provided that upon giving effect to such advance no Event of Default (as defined in the process Line of committing Credit Note or this Loan Agreement) and no event which with notice and/or the passage of time would become an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself shall exist at the time the advance is to be insecure made; and provided further that upon giving effect to such advance and at the time the advance is to be made all of the representations and warranties of Borrowers contained in this Loan Agreement and all other documents executed in connection with regard the Line of Credit are true and correct; and provided further that at the time the advance is to be made Standard Federal shall not have previously or concurrently declared all amounts owing under the Line of Credit Note to be immediately due and payable; and provided further the amount requested shall not cause the total amount outstanding under the Line of Credit to exceed the Credit Limit. During the Revolving Credit Period, the Line of Credit shall be a revolving credit so that the Borrowers may borrow, re-pay and re-borrow principal amounts under the provisions of this Section. 2.4 Line LIBOR Borrowings under the Line of Credit shall bear interest at the Line of Credit LIBOR Rate and Prime Rate Borrowings under the Line of Credit shall bear interest at the Prime-Based Rate. Borrowers shall have the option to designate whether Borrowings shall consist of Line LIBOR Borrowings or Prime Rate Borrowings, to be exercised as hereinafter described. Interest shall be calculated on the basis of a year of 360 days for the actual number of days amounts are outstanding. 2.5 As provided in the Line of Credit Note, interest accrued on Prime Rate Borrowings and Line LIBOR Borrowings as of the end of each month during the Revolving Credit Period shall be payable monthly, in arrears, on the first day of the following month. 2.6 If at any time the amount outstanding under the Line of Credit shall exceed the Line Credit Limit, Borrowers shall, on demand, forthwith pay to Standard Federal such sums as are necessary to reduce the amount outstanding to an amount not greater than the Line Credit Limit. 2.7 Borrowers shall pay to Standard Federal, on the first day of each month, commencing on the first payment date after the date hereof, and continuing on the same day of each consecutive month thereafter until the termination of the Line of Credit and all sums owing for principal and interest with respect to the repayment Line of Xxxxxxxx's Credit are paid in full, the Unused Line Fee. 2.8 In all events, unless terminated earlier in accordance with the provisions of this Loan Agreement, the Line of Credit shall terminate on the Line of Credit Maturity Date. Standard Federal and the Borrowers may, but shall not be obligated to, agree to extend the Line of Credit Maturity Date and any extension thereof, upon a review of the Line of Credit. If, at the time of any review of the Line of Credit, the Borrowers and Standard Federal do not mutually agree to extend the Line of Credit Maturity Date, the Line of Credit Maturity Date shall not be extended and the entire outstanding principal balance under the Line of Credit Note. Lender shall have no obligation or liability to Borrower or to , together with all accrued interest and any other person amounts which are payable under the Line of Credit, shall be due and payable in full on the Line of Credit Maturity Date. 2.9 Borrowers acknowledge and agree that in making, extending or persons arising out renewing the Line of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any Credit, Standard Federal is relying on the representations, covenants and agreements of the reasons stated aboveBorrowers contained in this Loan Agreement and such Line of Credit shall be subject to the terms and provisions hereof.

Line of Credit. Xxxxxxxx's Note shall be considered (a) Lenders will establish for all purposes as Borrower for and during the period from the Closing Date until the Expiration Date, subject to the terms and conditions hereof, a "master note" revolving line of credit (the “Line”) pursuant to which Lenders will from time to time make Loans to Borrower in an aggregate outstanding principal amount not to exceed at any time the Committed Amount. Subject to the terms and shall evidence any conditions hereof and all Loan Advances made by Xxxxxx in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Loans to Borrower from time to time on a self-replenishing line or after the Closing Date and before the Expiration Date in an amount equal to such Lender’s Commitment Percentage of credit basisthe advance under the Line requested by Borrower and in an aggregate principal amount up to its Commitment Percentage of the Committed Amount; provided, however, that (i) with regard to each Lender individually, the aggregate principal amount of such Lender’s Commitment Percentage of Loans plus Letter of Credit Obligations shall not exceed such Lender’s Commitment Percentage of the Committed Amount and (ii) with regard to the Lenders collectively, the aggregate principal amount of Loans plus Letter of Credit Obligations shall not exceed the lesser of (x) the Committed Amount and (y) the Borrowing Base. Loan Advances under Xxxxxxxx's Note may Neither Agent nor any other Lender shall be obligated to advance the share of any other Lender. Agent shall not be required to make the full amount of any requested orally or in writing. Lender mayadvance unless and until it receives funds representing each other Lender’s Commitment Percentage of such requested advance, but need notAgent shall advance to Borrower that portion of the requested advance equal to the Commitment Percentages of such requested advance which it has received from Lenders. Within the limits of the Line, require that Borrower may borrow, repay and re-borrow under the Line. The Line shall be subject to all oral terms and conditions set forth in all of the Loan Documents, which terms and conditions are incorporated herein. (b) The obligations to repay the Loans and to pay interest thereon shall be evidenced by a promissory note of Borrower to Agent in substantially the form of Exhibit A attached hereto (“Line Note”). In the event a Lender requests be confirmed in writing. Xxxxxxxx a separate promissory note of Borrower representing such Lender’s Commitment, Borrower hereby agrees to execute and deliver to such Lender a separate Line Note substantially in the form of Exhibit A attached hereto, payable to the order of such Lender in a principal amount equal to such Lender’s Commitment and representing the obligations of Borrower to pay such Lender the amount of such Lender’s Commitment or, if less, the aggregate unpaid principal amount of all Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. All payments under the Line Notes shall be liable for all sums advanced remitted by Xxxxxx under Xxxxxxxx's Borrower to Agent. In the event any Lender receives a Loan and Note payment directly from Borrower, such Lender shall immediately remit the entire amount of such payment to Agent, to be disbursed by Agent in accordance with the instructions of any officer Section 13.13 hereof. Borrower irrevocably authorizes each Lender to make or other representative of Borrower or credited cause to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements made appropriate notations on the its Line Note, or alternativelyon a record pertaining thereto, by Xxxxxx's internal records, including Xxxxxx's daily computer print-outreflecting Loans and repayments thereof. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the The outstanding amount of the requested Loan Advance will result in Borrower exceeding its maximum line Loans set forth on such Lender’s Line Note or record shall be prima facie evidence of credit; (b) Borrower is not complying the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complyingrecord, or has any error in such notation or record shall not complied with limit or otherwise affect the terms and conditions obligations of this Agreement, or has committed or is in the process of committing an Event of Default Borrower hereunder or under any Security Agreement directly Line Note to make payments of principal of or indirectly securing repayment interest on any Line Note when due. Any references herein to a “Note” or “Notes” shall be deemed to mean and refer to each Line Note individually and all Line Notes collectively. (c) For all Loans other than Swingline Loans, each Lender shall make its Commitment Percentage of each advance available to Agent, for the account of the Borrower's Loan and Note; or (e) , in funds immediately available to Agent at Agent’s designated office by 1:00 p.m. on the date specified in the applicable Line Request. For Swingline Loans, each Lender deems itself shall make its Commitment Percentage of each advance available to be insecure with regard Agent, for the account of the Borrower, in funds immediately available to Agent at Agent’s designated office on the Business Day next succeeding the date specified in the applicable Line Request. Unless Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the repayment Agent, the Agent may assume that such Lender is making such amount available to the Agent, and the Agent may, in reliance upon such assumption, make available to the Borrower such corresponding amount. If Agent does not receive such Lender’s Commitment Percentage of Xxxxxxxx's Loan an advance, Agent shall then be entitled to recover each Lender’s Commitment Percentage of each such advance together with interest at a per annum rate equal to the Federal Funds Rate during the period commencing on the date such advance is made and Note. Lender ending on (but excluding) the date Agent recovers such amount, provided that, notwithstanding the foregoing, the aggregate principal amount of each Lender’s Commitment Percentage of Loans plus Letter of Credit Obligations shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any not exceed such Lender’s Commitment Percentage of the reasons stated aboveCommitted Amount; provided, however, that for advances made by Agent on behalf of Lenders for Swingline Loans, Agent shall be entitled to recover interest on such advance only from each Lender that fails to make its Commitment Percentage of such advance timely available to Agent. Each Lender is absolutely and unconditionally obligated, without deduction or setoff of any kind, to forward to Agent its Commitment Percentage of each advance made pursuant to the terms of this Agreement. To the extent Agent is not reimbursed by such Lender, Borrower shall repay Agent immediately upon demand such amount. Agent also shall be entitled to recover any and all actual losses and damages (including, without limitation, reasonable attorneys’ fees) from any Lender failing to so advance upon demand of Agent. Agent may set off the obligations of a Lender under this paragraph against any distributions of payments of the Obligations, which Agent would otherwise make available to such Lender, at any time. (d) All Loans shall be repaid in full on the Expiration Date.

Line of Credit. Xxxxxxxx's On the Closing Date, subject to fulfillment of all conditions precedent set forth in Article XVI, Lender agrees to open the Line of Credit in favor of Borrower so that, during the period from the Closing Date to, but not including, the Termination Date, so long as there is not in existence any Default Condition or Event of Default and the borrowing will not cause a Default Condition or Event of Default to exist, Borrower may borrow and repay and reborrow Advances up to a maximum aggregate principal amount outstanding at any one time equal to the original principal amount of the Line of Credit; subject, however, to the requirement that at no time shall the aggregate principal amount of (i) outstanding Advances plus (ii) the aggregate amount of Letter of Credit Obligations exceed the Margin (such requirement being referred to herein as the "Margin Requirement"); and subject, further, to the requirement that if, at any time hereafter, the Margin Requirement is not satisfied, Borrower will immediately repay the then principal balance of the Master Note by that amount necessary to satisfy the Margin Requirement. Each Advance shall be considered in a minimum principal amount of $100,000 and integral multiples of $50,000 in excess thereof (or the remaining available amount of the Line of Credit). All proceeds so obtained under the Line of Credit may be used by Borrower for all working capital and general corporate purposes in such manner as a "master note" and shall evidence any and all Loan Borrower may elect in the ordinary course of its business operations. The Debts arising from Advances made to or on behalf of Borrower under the Line of Credit shall be evidenced by Xxxxxx the Master Note, which shall be executed by Borrower and delivered to Borrower Lender on the Closing Date. The outstanding principal amount of the Master Note may fluctuate from time to time time, but shall be due and payable in full on a self-replenishing line the Termination Date, and each Advance thereunder shall bear interest from the date of credit basissuch Advance until paid in full at the Applicable Rate, calculated and payable in the manner described in Section 2.2(a). Loan Borrower shall request Advances under Xxxxxxxx's Note may be requested orally or the Line of Credit in writing. a writing delivered to Lender maynot later than 11:00 a.m. (Atlanta, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(sGeorgia time) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount date of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated above.

Line of Credit. Xxxxxxxx's Note Borrower hereby requests and authorizes the Lender to make Advances to Borrower during the term hereof, and in connection with each Advance to: (a) reduce the funds available hereunder by, and credit to the Borrower’s demand deposit account (or such other account as agreed upon by the parties) with the Lender, the proceeds of Advances hereunder requested by the Borrower pursuant to request form(s) satisfactory to and received by the Lender or at the option of Lender by telephone call by Borrower’s duly authorized representative; (b) enter into the records maintained by the Lender with respect to each Advance, all interest accruals, payments, other charges or items arising hereunder or otherwise properly chargeable or creditable to the Borrower’s account in accordance with generally accepted accounting principles or Lender’s standard bank policies, practices and fee schedules as they may be amended from time to time; and (c) render to Borrower a monthly statement of interest and the then outstanding principal balance due hereunder. Each such statement shall be considered for all purposes as accepted by and conclusively binding upon Borrower unless Borrower gives Lender written notice of exceptions within sixty (60) days of the receipt of said statement by Borrower. This Agreement evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing revolving line of credit basiscredit. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Upon duly authorized written request from Borrower, Lender may, but need notis not obligated to, make Advances under this Agreement pursuant to oral requests by Borrower. In such case, Lender reserves the right to require that Borrower to confirm all oral requests in writing on the day of the request. All communications, instructions, or directions by telephone or otherwise to Lender are to be confirmed in writingdirected to Lender’s office shown above. Xxxxxxxx The following person is currently authorized to request Advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of his authority: Xxxxxxx Xxxxxxx. Borrower agrees to be liable for all sums either (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer an authorized person or other representative of Borrower or (B) credited to Xxxxxxxx's deposit account(s) any of Borrower’s accounts with XxxxxxLender. Xxxxxxxx additionally agrees that the The unpaid principal balance outstanding under Borrower's Loan and Note shall owing hereunder at all times any time may be evidenced by endorsements on the Note, this Agreement or alternatively, any schedules attached hereto or by Xxxxxx's Lender’s internal records, including Xxxxxx's daily computer print-outouts. Borrower additionally agrees that Lender may, within its sole judgment, refuse will have no obligation to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occuradvance funds under this Agreement if: (aA) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan has occurred and Note; is continuing, or (eB) Lender deems itself to be insecure an event has occurred which with regard to the repayment passage of Xxxxxxxx's Loan and Note. Lender shall have no obligation time or liability to Borrower or to any other person or persons arising out ImmuCell Corporation giving of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any notice if left uncured would constitute an Event of the reasons stated aboveDefault hereunder.

Line of Credit. Xxxxxxxx's This Note shall be considered for all purposes as evidences a "master note" and shall evidence any and all Loan Advances made by Xxxxxx to Borrower from time to time on a self-replenishing line of credit basisrevolving xxxx xx xxxxxx. Loan Advances under Xxxxxxxx's this Note may be requested orally by Borrower or as provided in writingthis paragraph. Lender may, but need not, require that all All oral requests shall be confirmed in writingwriting on the day of the request. Xxxxxxxx agrees All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following persons currently xxx xuthorized, except as provided in this paragraph, to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, wrxxxxx notice of revocation of their xxxxxxity: EDUARD A. JAEGER, PRESIDENT/CEO OF IRONCLAD PERFORMANCE WEAR CORPOXXXXXX; XXXXXX E. KREIG, JR., VP FINANCE: AND KENNETH WALZ, DIRECTOR OF FXXXXXX. XXX XXX XXXXXOUSLY MENTIONED. Boxxxxxx xxxxxs to be liable for all sums either: (A) advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance acxxxxxxxx with the instructions of any officer an authorized person or other representative of Borrower or (B) credited to Xxxxxxxxany of Borrower's deposit account(s) accounts with XxxxxxLender. Xxxxxxxx additionally agrees that the The unpaid principal balance outstanding under Borrower's Loan and owing xx xxxx Note shall at all times be any time xxx xx evidenced by endorsements on the Note, this Note or alternatively, by XxxxxxLender's internal records, including Xxxxxx's daily computer print-outouts. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or Xxxxer will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of this Agreement, or has committed or is in the process of committing an Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Note. Lender shall have no obligation or liability to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of the reasons stated above.loan with Lender;

Line of Credit. Xxxxxxxx's Note shall be considered for all purposes as a "master note" and shall evidence any and all Loan Advances made by Xxxxxx a. Subject to Borrower from time to time on a self-replenishing line of credit basis. Loan Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note shall at all times be evidenced by endorsements on the Note, or alternatively, by Xxxxxx's internal records, including Xxxxxx's daily computer print-out. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more of the following conditions exists or will occur: (a) the amount of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; (b) Borrower is not complying or has not complied with Xxxxxx's procedures and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions stated herein, Lender shall lend to Borrower the lesser of this Agreement, (i) the principal sum of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) or has committed or (ii) the Borrowing Base as determined by Lender in accordance with subsection 2.I.b. below. Lender may in its discretion (but is not obligated to) lend to Borrower in excess of the limitation in the process preceding sentence, in which case Borrower shall authorize, execute and deliver to Lender a demand note for any such additional amounts and such additional documents, and pledge and assign and transfer to Lender additional collateral or cash, as Lender may require. The obligation of committing an Event Borrower to repay all amounts loaned by Lender pursuant to this Agreement is to be evidenced by a promissory note in the form and substance of Default hereunder or under any Security Agreement directly or indirectly securing repayment Exhibit "B" which is attached hereto and made a part hereof. Any increases of the Line Loan may be made at such times and at the sole option of Lender after a review by Lender of Borrower's Loan financial statements and Note; or (e) Lender deems itself to be insecure with regard to the repayment of Xxxxxxxx's Loan and Notebusiness operations. Lender shall have no obligation not, however, be obligated to increase the Line Loan. b. The Borrowing Base shall be equal to the sum of (i) eighty percent (80%) of the book value of Borrower's domestic Eligible Accounts, (ii) eighty percent (80%) of the book value of Borrower's foreign Eligible Accounts which are backed by letters of credit, and (iii) fifty percent (50%) of the book value of all of Borrower's other foreign Eligible Accounts, as set forth on the Borrowing Base Certificate attached hereto and made a part hereof as Exhibit "A." c. At Lender's option, any payments shall be credited first to payment of any late charges, fees or liability expenses, if any, then to accrued and unpaid interest and the balance, if any, ("Credit") to principal. Any accounting provided to Borrower by Lender shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters as reflected therein, unless Borrower, within thirty (30) days after the date the accounting is rendered, notifies Lender in writing of any objections, describing the basis for such objections with specificity. In such event, only those items expressly objected to in the notice shall be deemed disputed by Borrower. d. Borrower shall have the right, upon not less than five (5) Business Days' written notice to Lender, to terminate or reduce the Commitment at any time, provided that any notice of termination shall be accompanied by payment in full of the Line Loan and the Advances outstanding thereunder and provided that any notice of reduction shall be accompanied by payment in full of the Line Loan balance that exceeds the reduced Line Commitment. e. In the event that Lender shall notify Borrower that the current Line Loan balance exceeds the lesser of 1) the Line Commitment, or 2) the Borrowing Base, Borrower shall immediately repay the Line Loan by the amount of such excess. f. Subject to any other person or persons arising out of or in any way accruing the terms and conditions stated herein, proceeds from Xxxxxx's reasonable refusal to extend the Line Loan Advances to may be used by the Borrower for the issuance of Standby Letters of Credit in amounts which are the lesser of (i) the principal sum of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) or (ii) the Borrowing Base as determined by Lender in accordance with Subsection 2.I.b above. After issuance, the amount of any outstanding Standby Letter of Credit shall be deducted from the reasons stated aboveBorrowing Base, but the amount of each such Standby Letter of Credit shall be added back to the Borrowing Base as soon as such Standby Letter of Credit is no longer outstanding. The obligation of Borrower to repay all amounts loaned by Lender pursuant to this subsection is to be evidenced by an application agreement for Standby Letter of Credit in the form and substance satisfactory to Lender.

Line of Credit. Xxxxxxxx's Note shall be considered (a) Bank will establish for all purposes as Borrowers for and during the WC Line Contract Period, subject to the terms and conditions hereof, a revolving line of credit (the "master note" and shall evidence any and all Loan Advances made by Xxxxxx WC LINE") pursuant to Borrower which Bank will from time to time on make Advances to Borrowers in a self-replenishing line principal amount not exceeding at any one time outstanding in the aggregate the lesser of credit basisthe: (i) Borrowing Base Amount, or (ii) Maximum WC Line Amount. Within the limitations set forth above, Borrowers may borrow, repay and reborrow under the WC Line. The WC Line shall be subject to all terms and conditions set forth in all of the Loan Documents, which terms and conditions are incorporated herein. Borrowers' obligation to repay Advances under Xxxxxxxx's Note may be requested orally or in writing. Lender may, but need not, require that all oral requests be confirmed in writing. Xxxxxxxx agrees to be liable for all sums advanced by Xxxxxx under Xxxxxxxx's Loan and Note in accordance with the instructions of any officer or other representative of Borrower or credited to Xxxxxxxx's deposit account(s) with Xxxxxx. Xxxxxxxx additionally agrees that the unpaid principal balance outstanding under Borrower's Loan and Note WC Line shall at all times be evidenced by endorsements on Borrowers' promissory note (the Note"WC LINE NOTE") in the face amount of Five Million Dollars ($5,000,000.00), or alternativelywhich shall be in the form attached hereto as EXHIBIT "A", by Xxxxxx's internal records, including Xxxxxx's daily computer print-outwith the blanks appropriately filled in. Borrower additionally agrees that Lender may, within its sole judgment, refuse to extend Loan Advances to Borrower whenever Lender determines or has reason to believe that any one or more At the end of the following conditions exists or will occur: (a) WC Line Contract Period, the amount WC Line shall be subject to review and renewal, at the sole discretion of the requested Loan Advance will result in Borrower exceeding its maximum line of credit; Bank. (b) Borrower is not complying or has not complied with Xxxxxx's procedures Subsequent to the date hereof, and additional requirements for requesting Loan Advances; (c) Xxxxxxxx has failed to provide Lender with satisfactory documentation to support the requested Loan Advance; (d) Xxxxxx has reason to believe that Borrower is not presently complying, or has not complied with the terms and conditions of extent permitted by this Agreement, Borrowers intend to seek additional equity and/or Subordinated Debt for the purposes of financing the construction of Phase II at Arkansas Lime's facility located at Batesville, Arkansas (the "ADDITIONAL FUNDING"). If Borrowers obtain the Additional Funding (or has committed commitments therefor reasonably satisfactory to Bank) in an amount equal to or is in greater than Ten Million Dollars ($10,000,000.00), Bank will, at Borrowers' request and upon receipt of evidence reasonably satisfactory to Bank of the process existence of committing an the Additional Funding, increase the Maximum WC Line Amount to Six Million Dollars ($6,000,000.00), provided that no Default or Event of Default hereunder or under any Security Agreement directly or indirectly securing repayment of Borrower's Loan shall have occurred and Note; or (e) Lender deems itself be continuing. Contemporaneously with such increase, Borrowers shall execute and deliver to be insecure with regard Bank an Allonge to the repayment of Xxxxxxxx's Loan WC Line Note in form and Note. Lender shall have no obligation or liability content reasonably satisfactory to Borrower or to any other person or persons arising out of or in any way accruing from Xxxxxx's reasonable refusal to extend Loan Advances to Borrower for any of Bank evidencing the reasons stated aboveincreased WC Line Maximum Amount.