TRANCHE 2 TERM LOANS AND THE TRANCHE 3 TERM LOANS); PROVIDED,
THAT THE TERMS AND PROVISIONS APPLICABLE TO THE INCREMENTAL FACILITIES MAY
PROVIDE FOR ADDITIONAL OR DIFFERENT FINANCIAL OR OTHER COVENANTS APPLICABLE ONLY
DURING PERIODS AFTER THE TRANCHE 2/TRANCHE 3 TERM MATURITY DATE.
AT NO TIME
SHALL THE SUM OF (I) THE AGGREGATE AMOUNT OF LOANS OUTSTANDING UNDER THE
INCREMENTAL FACILITIES AT SUCH TIME, (II) THE TOTAL REVOLVING EXPOSURE AT SUCH
TIME, (III) THE OUTSTANDING TRANCHE 1 TERM LOANS AT SUCH TIME, (IV) THE
OUTSTANDING TRANCHE 2 TERM LOANS AT SUCH TIME AND (V) THE OUTSTANDING TRANCHE 3
TERM LOANS AT SUCH TIME EXCEED THE BORROWING BASE AMOUNT (OR, IF PRIOR TO THE
BORROWING BASE DATE, THE ESTIMATED BORROWING BASE AMOUNT) IN EFFECT AT SUCH
TIME, AND THE PROCEEDS OF THE INCREMENTAL FACILITIES SHALL BE USED SOLELY FOR
THE PURPOSES SET FORTH IN SECTION 5.10 AND THE PREAMBLE.
SUCH NOTICE SHALL SET
FORTH THE REQUESTED AMOUNT AND CLASS OF INCREMENTAL FACILITIES, AND SHALL OFFER
EACH LENDER THE OPPORTUNITY TO OFFER A COMMITMENT (THE "INCREMENTAL COMMITMENT")
TO PROVIDE A PORTION OF THE INCREMENTAL FACILITY BY GIVING WRITTEN NOTICE OF
SUCH OFFERED COMMITMENT TO THE ADMINISTRATIVE AGENT AND THE BORROWER WITHIN A
TIME PERIOD (THE "OFFER PERIOD") TO BE SPECIFIED IN THE BORROWER'S NOTICE;
PROVIDED, HOWEVER, THAT NO EXISTING LENDER WILL BE OBLIGATED TO SUBSCRIBE FOR
ANY PORTION OF SUCH COMMITMENTS.
IN THE EVENT THAT, AT THE EXPIRATION OF THE
OFFER PERIOD, LENDERS SHALL HAVE PROVIDED COMMITMENTS IN AN AGGREGATE AMOUNT
LESS THAN THE TOTAL AMOUNT OF THE INCREMENTAL FACILITY INITIALLY REQUESTED BY
THE BORROWER, THE BORROWER MAY REQUEST THAT INCREMENTAL FACILITY COMMITMENTS BE
MADE IN A LESSER AMOUNT EQUAL TO SUCH COMMITMENTS AND/OR SHALL HAVE THE RIGHT TO
ARRANGE FOR ONE OR MORE BANKS OR OTHER FINANCIAL INSTITUTIONS (ANY SUCH BANK OR
OTHER FINANCIAL INSTITUTION BEING CALLED AN "ADDITIONAL LENDER") TO EXTEND
COMMITMENTS TO PROVIDE A PORTION OF THE INCREMENTAL FACILITY IN AN AGGREGATE
AMOUNT EQUAL TO THE UNSUBSCRIBED AMOUNT OF THE INITIAL REQUEST; PROVIDED THAT
EACH ADDITIONAL LENDER SHALL BE SUBJECT TO THE APPROVAL OF THE ADMINISTRATIVE
AGENT (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD); AND PROVIDED FURTHER THAT
THE ADDITIONAL LENDERS SHALL BE OFFERED THE OPPORTUNITY TO PROVIDE THE
INCREMENTAL FACILITY ONLY ON TERMS PREVIOUSLY OFFERED TO THE EXISTING LENDERS
PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE.
COMMITMENTS IN RESPECT OF
INCREMENTAL FACILITIES WILL BECOME COMMITMENTS UNDER THIS AGREEMENT PURSUANT TO
AN AMENDMENT TO THIS AGREEMENT (SUCH AN AMENDMENT, AN "INCREMENTAL FACILITY
AMENDMENT") EXECUTED BY EACH OF THE BORROWER AND EACH SUBSIDIARY LOAN PARTY
(AND, PRIOR TO THE BORROWING BASE DATE, HOLDINGS AND EACH OF ITS SUBSIDIARIES),
EACH LENDER AGREEING TO PROVIDE SUCH COMMITMENT, IF ANY, EACH ADDITIONAL LENDER,
IF ANY, AND THE ADMINISTRATIVE AGENT.
THE EFFECTIVENESS OF ANY INCREMENTAL
FACILITY AMENDMENT SHALL BE SUBJECT TO THE SATISFACTION ON THE DATE THEREOF OF
EACH OF THE CONDITIONS SET FORTH IN SECTION 4.02 OF THE ORIGINAL AGREEMENT AS IN
EFFECT IMMEDIATELY PRIOR TO THE FIRST RESTATEMENT EFFECTIVE DATE.
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