THAN $25,000,000 IF SUCH
AMOUNT REPRESENTS ALL REMAINING AVAILABILITY UNDER THE LIMIT SET FORTH BELOW IN
THIS SECTION 2.14(B)) AND THE AGGREGATE AMOUNT OF THE INCREMENTAL TERM LOANS,
INCREMENTAL REVOLVING CREDIT COMMITMENT INCREASES AND THE ADDITIONAL/REPLACEMENT
REVOLVING CREDIT COMMITMENTS SHALL NOT EXCEED $150,000,000 (THE "INCREMENTAL
LIMIT"); PROVIDED THAT (I) INCREMENTAL TERM LOANS MAY BE INCURRED WITHOUT REGARD
TO THE INCREMENTAL LIMIT, TO THE EXTENT THAT THE NET CASH PROCEEDS FROM SUCH
INCREMENTAL TERM LOANS ARE USED ON THE DATE OF INCURRENCE OF SUCH INCREMENTAL
TERM LOANS TO MAKE THE PREPAYMENTS AS REQUIRED PURSUANT TO SECTION 5.2(A)(I),
(II) ADDITIONAL/REPLACEMENT REVOLVING CREDIT COMMITMENTS MAY BE PROVIDED WITHOUT
REGARD TO THE INCREMENTAL LIMIT TO THE EXTENT THAT THE EXISTING REVOLVING CREDIT
COMMITMENTS SHALL BE REDUCED IN ACCORDANCE WITH SECTION 5.2(E)(II) BY AN AMOUNT
EQUAL TO THE AGGREGATE AMOUNT OF ADDITIONAL/REPLACEMENT REVOLVING CREDIT
COMMITMENTS SO PROVIDED, (III) IN NO EVENT SHALL THERE BE MORE THAN THREE
CLASSES OF REVOLVING CREDIT COMMITMENTS OUTSTANDING AT ANY ONE TIME AND (IV) IN
NO EVENT SHALL THERE BE MORE THAN SIX CLASSES OF TERM LOANS OUTSTANDING AT ANY
ONE TIME.
(C)
(A) THE INCREMENTAL TERM LOANS (I) SHALL RANK PARI PASSU IN RIGHT
OF PAYMENT AND OF SECURITY WITH THE 2013 TERM LOANS, THE 2015 TERM LOANS AND THE
2017 TERM LOANS, (II) SHALL NOT MATURE EARLIER THAN THE 2017 TERM LOAN MATURITY
DATE, (III) SHALL HAVE ALL-IN PRICING (INCLUDING, WITHOUT LIMITATION, MARGINS,
FEES, FUNDING DISCOUNTS, AND PREMIUMS) AND, SUBJECT TO CLAUSE (II) ABOVE, A
MATURITY DATE AND AMORTIZATION SCHEDULES DETERMINED BY THE BORROWER AND THE
LENDERS THEREOF, (IV) SHALL HAVE VOLUNTARY AND MANDATORY PREPAYMENTS SUBJECT TO
THE PROVISIONS OF SECTION 5.1 AND 5.2 AND (V) SHALL OTHERWISE HAVE TERMS AND
CONDITIONS SUBSTANTIALLY SIMILAR TO THOSE OF THE 2013 TERM LOANS, THE 2015 TERM
LOANS AND THE 2017 TERM LOANS UNLESS THE DIFFERENCES ARE (X) SOLELY TECHNICAL IN
NATURE OR (Y) MADE FOR THE BENEFIT OF THE 2013 TERM LENDERS, THE 2015 TERM
LENDERS AND THE 2017 TERM LENDERS.
(B) The Incremental Revolving Credit Commitment Increase shall be treated the
same as the Revolving Credit Commitments (including with respect to maturity
date thereof) and shall be considered to be part of the Revolving Credit
Facility.
(C) The Additional/Replacement Revolving Credit Commitments (i) shall rank pari
passu in right of payment and of security with the Revolving Credit Loans,
(ii) shall not mature earlier than the 2013 Revolving Credit Maturity Date and
shall require no mandatory commitment reduction prior to the
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2013 Revolving Credit Maturity Date, (iii) shall have all-in pricing (including,
without limitation, margins, fees, premiums and funding discounts) determined by
the Borrower and the lenders of such commitments; (iv) shall contain procedures
that require Additional/Replacement Revolving Credit Loans thereunder to be
borrowed and repaid (other than in connection with a permanent repayment and
termination of commitments) on a pro rata basis with any borrowings and
repayments of Revolving Credit Loans under the Revolving Credit Commitments
(which procedures may be implemented through the applicable Incremental
Agreement