TOTAL
REVOLVING CREDIT COMMITMENT, AND PROVIDED, FURTHER THAT THE SUM OF THE AGGREGATE
PRINCIPAL AMOUNT OF OUTSTANDING REVOLVING CREDIT LOANS MADE BY EACH LENDER AND
ALL OUTSTANDING LETTER OF CREDIT PARTICIPATIONS OF SUCH LENDER SHALL NOT AT ANY
TIME (AFTER GIVING EFFECT TO ALL REQUESTED REVOLVING CREDIT LOANS) EXCEED SUCH
LENDER'S REVOLVING CREDIT COMMITMENT.
SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THE BORROWERS MAY BORROW, REPAY, PREPAY AND REBORROW AMOUNTS, UP
TO THE LIMITS IMPOSED BY THIS SECTION 2.1, FROM TIME TO TIME BETWEEN THE CLOSING
DATE AND THE MATURITY DATE UPON REQUEST GIVEN TO THE ADMINISTRATIVE AGENT
PURSUANT TO SECTION 2.3.
EACH REQUEST FOR A REVOLVING CREDIT LOAN OR A LETTER
OF CREDIT HEREUNDER SHALL CONSTITUTE A REPRESENTATION AND WARRANTY BY THE
BORROWERS THAT THE CONDITIONS SET FORTH IN SECTIONS 4.1 OR 4.2 (AS THE CASE MAY
BE) HAVE BEEN SATISFIED AS OF THE DATE OF SUCH REQUEST.
(II)
THE BORROWERS MAY (A) REQUEST ANY OF ONE OR MORE OF THE REVOLVING
CREDIT LENDERS TO INCREASE THE AMOUNT OF ITS REVOLVING CREDIT COMMITMENT (WHICH
REQUEST SHALL BE IN WRITING AND SENT TO THE ADMINISTRATIVE AGENT TO FORWARD TO
SUCH LENDER) AND/OR (B) REQUEST THE ADMINISTRATIVE AGENT TO ARRANGE FOR ANY OF
ONE OR MORE BANKS OR FINANCIAL INSTITUTIONS NOT A PARTY HERETO (A "NEW LENDER")
TO BECOME A PARTY TO AND A LENDER UNDER THIS AGREEMENT, PROVIDED THAT THE
IDENTIFICATION AND ARRANGEMENT OF SUCH NEW LENDER TO BECOME A PARTY HERETO AND A
LENDER UNDER THIS AGREEMENT SHALL BE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT AND WILL BE MADE BY THE ADMINISTRATIVE AGENT IN CONSULTATION WITH THE
BORROWERS, AND PROVIDED FURTHER THAT SUCH NEW LENDER IS AN ELIGIBLE ASSIGNEE,
AND PROVIDED FURTHER THAT IN NO EVENT SHALL THE AMOUNT OF THE TOTAL REVOLVING
CREDIT COMMITMENT AS INCREASED PURSUANT TO THIS SECTION 2.1(A) EXCEED
$3,000,000.
IN NO EVENT MAY ANY LENDER'S REVOLVING CREDIT COMMITMENT BE
INCREASED WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH LENDER, AND THE FAILURE OF
ANY LENDER TO RESPOND TO THE BORROWERS' REQUEST FOR AN INCREASE SHALL BE DEEMED
A REJECTION BY SUCH LENDER OF THE BORROWERS' REQUEST.
THE TOTAL REVOLVING
CREDIT COMMITMENT MAY NOT BE INCREASED IF, AT THE TIME OF ANY PROPOSED INCREASE
HEREUNDER, A DEFAULT HAS OCCURRED AND IS CONTINUING.
UPON ANY REQUEST BY THE
BORROWERS TO INCREASE THE TOTAL REVOLVING CREDIT COMMITMENT, THE BORROWERS SHALL
BE DEEMED TO HAVE REPRESENTED AND WARRANTED ON AND AS OF THE DATE OF SUCH
REQUEST THAT NO DEFAULT HAS OCCURRED AND IS
24
CONTINUING, GIVING EFFECT TO SUCH INCREASE.
NOTWITHSTANDING ANYTHING CONTAINED
IN THIS AGREEMENT TO THE CONTRARY, NO LENDER SHALL HAVE ANY OBLIGATION
WHATSOEVER TO INCREASE THE AMOUNT OF ITS REVOLVING CREDIT COMMITMENT, AND EACH
LENDER MAY AT ITS OPTION, UNCONDITIONALLY AND WITHOUT CAUSE, DECLINE TO INCREASE
ITS REVOLVING CREDIT COMMITMENT.
(III)
IF ANY LENDER IS WILLING, IN ITS SOLE AND ABSOLUTE DISCRETION, TO
INCREASE THE AMOUNT OF ITS REVOLVING CREDIT COMMITMENT HEREUNDER (SUCH A LENDER
HEREINAFTER REFERRED TO AS AN "INCREASING LENDER"),