(M)
IF AT ANY TIME ANY CHANGE IN GAAP WOULD AFFECT THE COMPUTATION OF
ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN ANY LOAN DOCUMENT, AND EITHER
THE BORROWERS OR THE REQUIRED LENDERS SHALL SO REQUEST, THE ADMINISTRATIVE
AGENT, THE LENDERS, THE
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BORROWERS AND THE GUARANTORS SHALL NEGOTIATE IN GOOD FAITH TO AMEND SUCH RATIO
OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF SUCH CHANGE
IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED LENDERS); PROVIDED THAT, UNTIL
SO AMENDED, (I) SUCH RATIO OR REQUIREMENT SHALL CONTINUE TO BE COMPUTED IN
ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND (II) THE BORROWERS SHALL
PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS FINANCIAL STATEMENTS AND
OTHER DOCUMENTS REQUIRED UNDER THIS CREDIT AGREEMENT OR AS REASONABLY REQUESTED
HEREUNDER SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR
REQUIREMENT MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.
2.
REVOLVING LOANS AND TERM LOAN.
2.1
REVOLVING LOANS.
2.1.1
COMMITMENTS TO MAKE REVOLVING LOANS.
SUBJECT TO
THE TERMS AND CONDITIONS OF THIS CREDIT AGREEMENT, EACH REVOLVING CREDIT LENDER
AGREES, SEVERALLY AND NOT JOINTLY, TO MAKE REVOLVING LOANS TO THE BORROWERS FROM
TIME TO TIME DURING THE PERIOD COMMENCING ON THE CLOSING DATE AND ENDING ON THE
REVOLVER MATURITY DATE, FROM TIME TO TIME, DURING WHICH PERIOD THE BORROWERS MAY
BORROW, REPAY AND REBORROW IN ACCORDANCE WITH THE TERMS OF THIS CREDIT
AGREEMENT; PROVIDED, HOWEVER, THAT THE BORROWERS SHALL NOT BE PERMITTED TO
BORROW REVOLVING LOANS HEREUNDER TO THE EXTENT THAT (A) SUCH BORROWING WOULD
CAUSE THE TOTAL REVOLVING EXPOSURE TO EXCEED THE REVOLVING CREDIT LIMIT, OR
(B) A DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD OTHERWISE BE CAUSED BY
SUCH BORROWING.
In the event that such borrowing would cause the total Revolving Exposure to
exceed the Revolving Credit Limit, the Borrowers agree that such event shall be
an Event of Default unless the Borrowers shall, within two (2) Business Days
after notice of such excess from the Administrative Agent, pay cash to the
Administrative Agent in such amount as shall be necessary to eliminate such
excess.
2.1.2
EXTENSION OF REVOLVER MATURITY DATE.
IN THE EVENT
THAT (A) THERE DOES NOT EXIST A DEFAULT AT THE TIME AN EXTENSION REQUEST IS
MADE, AND AT THE TIME SUCH EXTENSION REQUEST WOULD TAKE EFFECT, (B) THE
BORROWERS PAY, ON OR BEFORE THE REVOLVER MATURITY DATE THAT WOULD THEN BE
EXTENDED, TO THE ADMINISTRATIVE AGENT FOR THE PRO RATA BENEFIT OF THE LENDERS IN
ACCORDANCE WITH THEIR RESPECTIVE REVOLVING LOAN COMMITMENT PERCENTAGES, AN
EXTENSION FEE EQUAL TO 12.5 BASIS POINTS OF THE REVOLVING CREDIT LIMIT THEN IN
EFFECT, AND (C) A TIMELY EXTENSION REQUEST HAS BEEN MADE, THE REVOLVER MATURITY
DATE SHALL BE EXTENDED FOR A PERIOD OF SIX MONTHS.
2.1.3
UNUSED FACILITY FEE.
THE BORROWERS AGREE TO PAY TO
THE ADMINISTRATIVE AGENT FOR THE PRO RATA BENEFIT OF THE LENDERS IN ACCORDANCE
WITH THEIR RESPECTIVE REVOLVING LOAN COMMITMENT PERCENTAGES A FEE (THE "UNUSED
FACILITY FEE") CALCULATED AS