LESS THAN $1,000,000.
BORROWERS SHALL NOT HAVE MORE THAN FIVE (5) LIBOR LOAN
TRANCHES OUTSTANDING AT ANY TIME.
BORROWERS SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS ADMINISTRATIVE AGENTS AND
THE LENDERS AGAINST ANY AND ALL LOSS, LIABILITY, COST OR EXPENSE WHICH
ADMINISTRATIVE AGENT OR LENDERS MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF ANY
PAYMENT, PREPAYMENT, TERMINATION OR CONVERSION OF A LIBOR LOAN MADE FOR ANY
REASON ON A DATE OTHER THAN THE LAST DAY OF THE APPLICABLE LIBOR INTEREST PERIOD
AND BORROWERS SHALL PAY THE FULL AMOUNT THEREOF TO ADMINISTRATIVE AGENT OR
LENDER, AS APPLICABLE, ON DEMAND.
SUCH STATEMENT SHALL SET FORTH A BRIEF
EXPLANATION OF THE AMOUNT AND THE ADMINISTRATIVE AGENT'S OR LENDER'S, AS
APPLICABLE,
CALCULATION OF THE AMOUNT (IN DETERMINING SUCH AMOUNT SUCH PARTY
MAY USE ANY REASONABLE AVERAGING AND ATTRIBUTION METHODS), WHICH STATEMENT SHALL
BE CONCLUSIVELY DEEMED CORRECT ABSENT MANIFEST ERROR.
THE BORROWERS MAY, AT ANY TIME, REQUEST THE LENDERS TO PROVIDE ADDITIONAL
REVOLVING CREDIT COMMITMENTS IN AN AGGREGATE AMOUNT OF UP TO $25,000,000 (THE
"FACILITY INCREASE"); PROVIDED, HOWEVER, THAT (I) THE BORROWERS SHALL HAVE GIVEN
THE ADMINISTRATIVE AGENT AT LEAST 60 DAYS PRIOR WRITTEN NOTICE OF ITS INTENTION
TO EFFECT A FACILITY INCREASE AND THE DESIRED AMOUNT OF SUCH FACILITY INCREASE,
(II) THE CONDITIONS PRECEDENT TO A LOAN SET FORTH IN SECTION 7.2 ARE SATISFIED
AS OF THE FACILITY INCREASE EFFECTIVE DATE AND (III) AN OPINION OF COUNSEL TO
THE LOAN PARTIES IN FORM AND SUBSTANCE AND FROM COUNSEL REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT AND ADDRESSED TO THE ADMINISTRATIVE AGENT, THE
ISSUERS AND THE LENDERS AND ADDRESSING SUCH MATTERS AS ANY LENDER THROUGH THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST SHALL BE DELIVERED TO THE
ADMINISTRATIVE AGENT.
THE BORROWERS SHALL HAVE THE RIGHT TO OFFER SUCH INCREASE
TO THE LENDERS, AND EACH LENDER WILL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO
COMMIT TO ALL OR A PORTION OF THE PROPOSED FACILITY INCREASE AND SUCH LENDER
EXECUTES AN AMENDMENT TO THIS AGREEMENT PURSUANT TO WHICH SUCH LENDER AGREES TO
COMMIT TO ALL OR A PORTION OF SUCH FACILITY INCREASE.
IN THE EVENT THE EXISTING
LENDERS DO NOT SUBSCRIBE TO THE FULL AMOUNT OF THE REQUESTED FACILITY INCREASE,
THE BORROWERS AND THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO CAUSE THE
UNSUBSCRIBED PORTION TO BE ASSIGNED TO A NEW LENDER IDENTIFIED BY THE BORROWERS
OR THE ADMINISTRATIVE AGENT, PROVIDED THAT (A) SUCH NEW LENDER IS ACCEPTABLE TO
EACH OF THE BORROWERS AND THE ADMINISTRATIVE AGREEMENT, AND (B) SUCH NEW LENDER
COMPLIES IN ALL RESPECTS WITH SECTION 12.10(C) OF THE THIS AGREEMENT.
ON THE
EFFECTIVE DATE PROVIDED FOR IN THE AMENDMENT PROVIDING FOR A FACILITY INCREASE
(THE "FACILITY INCREASE EFFECTIVE DATE"), THE REVOLVING CREDIT COMMITMENTS SHALL
BE INCREASED BY THE AMOUNT COMMITTED TO BY EACH LENDER ON THE FACILITY INCREASE
DATE.
IN THE EVENT THERE ARE LENDERS THAT HAVE COMMITTED TO A FACILITY INCREASE
IN EXCESS OF THE MAXIMUM AMOUNT REQUESTED (OR PERMITTED), THEN THE
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO ALLOCATE SUCH COMMITMENTS, ON
WHATEVER BASIS