During the Commitment Period Clause Samples

During the Commitment Period. The Lenders may, but shall have no obligation to, make such offers, and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this subsection 2.3.

During the Commitment Period the Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.

During the Commitment Period the Borrower agrees to pay to the Administrative Agent for the account of each Bank a utilization fee computed at the rate of 0.125% per annum on the aggregate average amount of the Revolving Credit Loans under this Agreement and the 364 Day Facility outstanding during the quarter for which such fee is to be paid; provided, that no such fee shall be required to be paid with respect to any quarter in which the aggregate average amount of the Revolving Credit Loans and Bid Loans then outstanding under this Agreement and the 364 Day Facility does not exceed 50% of the aggregate Commitments of the Banks under this Agreement and the 364 Day Facility. Such utilization fee, to the extent payable, shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on June 30, 2002 and on the Termination Date (or, in any case, any earlier date on which all amounts outstanding hereunder shall become due and payable by acceleration or otherwise). Sample computations of the facility fee and the utilization fee are given in Schedule II hereto.

During the Commitment Period the Borrower may use the Commitments by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Dollar Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. All Foreign Currency Loans shall be Eurocurrency Loans.

During the Commitment Period. (1) if the Total Debt to Cash Earnings Ratio exceeds 3.75 to 1.0 as of the end of any Fiscal Quarter during the period beginning on the First Amendment Effective Date and ending on or prior to December 31, 1999; (2) if the Total Debt to Cash Earnings Ratio exceeds 3.5 to 1.0 as of the end of any Fiscal Quarter during the period beginning on January 1, 2000 and ending on or prior to December 31, 2000; or (3) if the Total Debt to Cash Earnings Ratio exceeds 3.25 to 1.0 as of the end of any Fiscal Quarter ending after January 1, 2001; (the maximum Total Debt to Cash Earnings Ratio specified in this Section 2.8(a)(i) and in Section 2.8(a)(ii) for a particular period is herein called the "Maximum Total Debt to Cash Earnings Ratio" for such period); then, Borrower shall make a prepayment of the Loan Balance to Agent for distribution to Lenders in the amount necessary to cause the Total Debt to Cash Earnings Ratio to be equal to or less than the Maximum Total Debt to Cash Earnings Ratio for such period under this Section 2.8 (in this section called the "Required Prepayment Amount"), all in accordance with the following provisions of this Section 2.8.

During the Commitment Period. Except in connection with passive participation as a class member in any class action (which, for the avoidance of doubt, shall not include participation as a name or lead plaintiff) with respect to any event or circumstance occurring prior to the date of this Agreement, each member of the PL Capital Group and ▇▇. ▇▇▇▇▇ covenant and agree that they shall not, and shall not permit any of their respective Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue, or assist any other person to threaten, initiate or pursue, any lawsuit, claim or proceeding before any court (collectively, "Legal Proceeding") against the Company or any of its Representatives, except for any Legal Proceeding initiated solely to remedy a breach of or to enforce this Agreement; provided, however, that the foregoing shall not prevent any member of the PL Capital Group, ▇▇. ▇▇▇▇▇ or any of their respective Representatives from responding to a Legal Requirement in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or on behalf of, or at the suggestion of, any member of the PL Capital Group, ▇▇. ▇▇▇▇▇ or any of their respective Representatives; provided, further, that in the event any member of the PL Capital Group, ▇▇. ▇▇▇▇▇ or any of their Representatives receives such Legal Requirement, such Party shall give prompt written notice of such Legal Requirement to the Company.

During the Commitment Period the Borrower agrees to pay to the Administrative Agent for the account of each Bank a utilization fee computed at the rate of 0.05% per annum on the aggregate average amount of the Revolving Credit Loans under this Agreement outstanding during the quarter for which such fee is to be paid; PROVIDED, that no such fee shall be required to be paid with respect to any quarter in which the aggregate average amount of the Revolving Credit Loans and Bid Loans then outstanding under this Agreement does not exceed 50% of the aggregate Commitments of the Banks under this Agreement. Such utilization fee, to the extent payable, shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on June 30, 2005 and on the Termination Date (or, in any case, any earlier date on which all amounts outstanding hereunder shall become due and payable by acceleration or otherwise). Sample computations of the facility fee and the utilization fee are given in Schedule II hereto.