AFTER GIVING EFFECT TO SUCH
REVOLVING LOAN, NO DEFAULT OR EVENT OF DEFAULT EXISTS;
(C)
ALL REPRESENTATIONS AND WARRANTIES OF BORROWER SET FORTH IN THE
LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE OF SUCH REVOLVING LOAN BEFORE AND AFTER GIVING EFFECT THERETO, EXCEPT TO
THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER
PERIOD; AND
(D)
SINCE THE DATE OF THE MOST RECENT AUDITED FINANCIAL STATEMENTS OF
BORROWER DELIVERED TO LENDER, THERE HAS BEEN NO CHANGE WHICH HAS HAD OR COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
6.
REDUCTION OF COMMITMENT; REPAYMENT AND INTEREST PAYMENTS. THE
REVOLVING COMMITMENT AMOUNT WILL BE REDUCED TO $7,500,000 ON THE DATE ONE YEAR
PRIOR TO THE REVOLVING FACILITY MATURITY DATE AND TO $0 ON THE REVOLVING
FACILITY MATURITY DATE. THE REVOLVING COMMITMENT AMOUNT WILL BE FURTHER REDUCED
BY THE AMOUNT OF ANY PREPAYMENTS MADE WHICH ARE SUBJECT TO SECTION 10 OF THIS
SECOND SUPPLEMENT. BORROWER WILL IMMEDIATELY PAY TO LENDER ANY AMOUNT OF
REVOLVING LOANS OUTSTANDING THAT IS GREATER THAN THE REVOLVING COMMITMENT
AMOUNT. INTEREST ACCRUING ON REVOLVING LOANS WILL BE PAID IN FULL ON THE FIRST
DAY OF EACH MONTH PRIOR TO THE REVOLVING FACILITY MATURITY DATE. ALL REMAINING
PRINCIPAL AND ACCRUED INTEREST AND OTHER OBLIGATIONS RELATED TO THE REVOLVING
LOANS OUTSTANDING ON REVOLVING LOANS ARE DUE AND PAYABLE ON THE REVOLVING
FACILITY MATURITY DATE.
7.
INTEREST. INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF REVOLVING
LOANS WILL ACCRUE ON A VARIABLE INTEREST RATE EQUAL TO LIBOR PLUS THE MARGIN.
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8.
COMMITMENT FEES. BORROWER WILL PAY LENDER, ON THE FIRST DAY OF
EACH CALENDAR QUARTER IN ARREARS, AN UNUSED COMMITMENT FEE EQUAL TO 40 BASIS
POINTS (0.40%) PER ANNUM OF THE UN-DRAWN AMOUNT OF THE REVOLVING COMMITMENT
AMOUNT DURING THE REVOLVING CREDIT AVAILABILITY PERIOD.
9.
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. BORROWER'S
REQUEST FOR A REVOLVING LOAN WILL BE DEEMED BORROWER'S REAFFIRMATION OF ITS
REPRESENTATIONS AND WARRANTIES UNDER THE LOAN DOCUMENTS, EXCEPT TO THE EXTENT
SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER PERIOD.
10.
PREPAYMENT. IN ADDITION TO THE PREPAYMENT PROVISIONS SET FORTH IN
THE MASTER AGREEMENT, IN THE EVENT THE REVOLVING FACILITY IS REPAID, IN WHOLE OR
IN PART, AS A RESULT OF THE BORROWER REFINANCING THE REVOLVING FACILITY WITH
ANOTHER LENDER OR THROUGH FUNDS RECEIVED FROM ANY OTHER PARTY, THEN BORROWER
WILL PAY TO LENDER A FEE IN AN AMOUNT SUFFICIENT (ON A PRESENT VALUE BASIS) TO
ENABLE LENDER TO MAINTAIN THE YIELD IT WOULD HAVE EARNED DURING THE REMAINDER OF
THE INTEREST PERIOD ON THE AMOUNT PAID. SUCH FEES WILL BE CALCULATED IN
ACCORDANCE WITH METHODOLOGY ESTABLISHED BY LENDER (A COPY OF WHICH WILL BE MADE
AVAILABLE TO THE BORROWER UPON REQUEST).
11.
COUNTERPARTS. THIS DOCUMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH
TAKEN TOGETHER SHALL BE ONE AND THE SAME DOCUMENT.
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