OF KMG ITALIA EXCEEDS 15% OF THE TANGIBLE NET WORTH OF THE BORROWER
CONSOLIDATED GROUP (INCLUDING KMG ITALIA).
"CREDIT AGREEMENT OBLIGATIONS" MEANS THE OBLIGATIONS (INCLUDING OBLIGATIONS OF
PERFORMANCE) AND LIABILITIES OF ANY BORROWER PARTY TO ANY LENDER PARTY UNDER THE
LOAN DOCUMENTS OR ANY LENDER PARTY SWAP DOCUMENTS OF EVERY KIND AND DESCRIPTION
WHATSOEVER, DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE,
NOW EXISTING OR HEREAFTER INCURRED, CONTRACTED OR ARISING, OR ACQUIRED BY ANY
LENDER PARTY FROM ANY SOURCE, JOINT OR SEVERAL, LIQUIDATED OR UNLIQUIDATED,
REGARDLESS OF HOW THEY ARISE OR BY WHAT AGREEMENT OR INSTRUMENT THEY MAY BE
EVIDENCED OR WHETHER THEY ARE EVIDENCED BY ANY AGREEMENT OR INSTRUMENT, AND
WHETHER INCURRED AS MAKER, ENDORSER, SURETY, GUARANTOR, GENERAL PARTNER, DRAWER,
TORT-FEASOR, INDEMNITOR, ACCOUNT PARTY WITH RESPECT TO A LETTER OF CREDIT OR
OTHERWISE, AND ARISING OUT OF OR INCURRED IN CONNECTION WITH THE LOANS (BUT
SPECIFICALLY EXCLUDING THE PRUDENTIAL OBLIGATIONS), AND ANY AND ALL EXTENSIONS
AND RENEWALS OF ANY OF THE SAME, INCLUDING BUT NOT LIMITED TO THE OBLIGATION:
(A)
TO PAY THE PRINCIPAL OF AND INTEREST ON THE NOTES IN ACCORDANCE
WITH THE RESPECTIVE TERMS THEREOF OR HEREOF, INCLUDING ANY AND ALL EXTENSIONS,
MODIFICATIONS, AND RENEWALS THEREOF AND SUBSTITUTIONS THEREFORE;
(B)
TO PAY, REPAY OR REIMBURSE THE LENDER PARTIES FOR ALL AMOUNTS
OWING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, INCLUDING THE
REIMBURSEMENT OBLIGATION AND ALL INDEMNIFIED LOSSES AND DEFAULT COSTS;
(C)
TO PAY, REPAY OR REIMBURSE TO LENDER PARTIES THE LENDER PARTY SWAP
OBLIGATIONS; AND
(D)
TO REIMBURSE LENDER PARTIES, ON DEMAND, FOR ALL OF LENDER PARTIES'
EXPENSES AND COSTS, INCLUDING ATTORNEYS' FEES AND EXPENSES OF LENDER PARTIES'
COUNSEL, IN CONNECTION WITH THE PREPARATION, ADMINISTRATION, AMENDMENT,
MODIFICATION, OR ENFORCEMENT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING BROUGHT OR THREATENED TO ENFORCE
PAYMENT OF ANY OF THE OBLIGATIONS REFERRED TO IN THE FOREGOING PARAGRAPHS (A),
(B) AND (C).
"CREDIT PERCENTAGE" MEANS, WITH RESPECT TO EACH LENDER, A PERCENTAGE BASED ON A
FRACTION, THE NUMERATOR OF WHICH SHALL BE THE AGGREGATE PRINCIPAL AMOUNT OF
REVOLVING LOAN ADVANCES
8
AND TERM LOAN ADVANCES OUTSTANDING AT A PARTICULAR TIME AND OWING TO SUCH LENDER
AT SUCH TIME, AND THE DENOMINATOR OF WHICH SHALL BE THE AGGREGATE PRINCIPAL
AMOUNT OF ALL REVOLVING LOAN ADVANCES AND TERM LOAN ADVANCES OUTSTANDING AT SUCH
TIME AND OWING TO ALL THE LENDERS AT SUCH TIME; PROVIDED THAT IN CALCULATING
SUCH PERCENTAGE, THE AGGREGATE PRINCIPAL AMOUNT OF SWING LINE LOAN ADVANCES
OWING TO THE SWING LINE LENDER, THE AVAILABLE AMOUNT OF THE LETTERS OF CREDIT,
AND THE AGGREGATE AMOUNT OF LETTER OF CREDIT ADVANCES OWING TO ISSUING LENDER
SHALL, AT SUCH TIME, BE CONSIDERED TO BE OWED TO THE REVOLVING LOAN LENDERS THAT
PURCHASE (OR ARE OBLIGATED TO PURCHASE) SWING LINE LOAN ADVANCES AND LETTER OF
CREDIT ADVANCES FROM THE SWING LINE LENDER AND ISSUING LENDER UNDER THE TERMS OF
THIS AGREEMENT (THE CREDIT PERCENTAGES OF THE LENDERS AS OF THE DATE HEREOF
BEING AS