OTHER LENDERS, AS
BEING REQUIRED IN ORDER TO CAUSE, AFTER GIVING EFFECT TO SUCH INCREASE AND THE
USE OF SUCH AMOUNTS TO MAKE PAYMENTS TO SUCH OTHER LENDERS, EACH LENDER'S
PORTION OF THE OUTSTANDING REVOLVING LOANS OF ALL THE LENDERS TO EQUAL ITS
APPLICABLE PERCENTAGE OF SUCH OUTSTANDING REVOLVING LOANS, AND (II) EXCEPT IN
THE CASE OF ANY INCREMENTAL TERM LOANS, THE BORROWER SHALL BE DEEMED TO HAVE
REPAID AND REBORROWED ALL OUTSTANDING REVOLVING LOANS AS OF THE DATE OF ANY
INCREASE IN THE COMMITMENTS (WITH SUCH REBORROWING TO CONSIST OF THE TYPES OF
REVOLVING LOANS, WITH RELATED INTEREST PERIODS IF APPLICABLE, SPECIFIED IN A
NOTICE DELIVERED BY THE BORROWER, IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION
2.03).
THE DEEMED PAYMENTS MADE PURSUANT TO CLAUSE (II) OF THE IMMEDIATELY
PRECEDING SENTENCE SHALL BE ACCOMPANIED BY PAYMENT OF ALL ACCRUED INTEREST ON
THE AMOUNT PREPAID AND, IN RESPECT OF EACH EUROCURRENCY LOAN, SHALL BE SUBJECT
TO INDEMNIFICATION BY THE BORROWER PURSUANT TO THE PROVISIONS OF SECTION 2.16 IF
THE DEEMED PAYMENT OCCURS OTHER THAN ON THE LAST DAY OF THE RELATED INTEREST
PERIODS.
THE INCREMENTAL TERM LOANS (A) SHALL RANK PARI PASSU IN RIGHT OF
PAYMENT WITH THE REVOLVING LOANS, (B) SHALL NOT MATURE EARLIER THAN THE MATURITY
DATE (BUT MAY HAVE AMORTIZATION PRIOR TO SUCH DATE) AND (C) SHALL BE TREATED
SUBSTANTIALLY THE SAME AS (AND IN ANY EVENT NO MORE FAVORABLY THAN) THE
REVOLVING LOANS; PROVIDED THAT (I) THE TERMS AND CONDITIONS APPLICABLE TO ANY
TRANCHE OF INCREMENTAL TERM LOANS MATURING AFTER THE MATURITY DATE MAY PROVIDE
FOR DIFFERENT FINANCIAL OR OTHER COVENANTS APPLICABLE ONLY DURING PERIODS AFTER
THE MATURITY DATE AND (II) THE INCREMENTAL TERM LOANS MAY BE PRICED DIFFERENTLY
THAN THE REVOLVING LOANS.
INCREMENTAL TERM LOANS
40
MAY BE MADE HEREUNDER PURSUANT TO AN AMENDMENT (AN "INCREMENTAL TERM LOAN
AMENDMENT") TO THIS AGREEMENT AND, AS APPROPRIATE, THE OTHER LOAN DOCUMENTS,
EXECUTED BY THE BORROWER, EACH AUGMENTING LENDER PARTICIPATING IN SUCH TRANCHE,
IF ANY, AND THE ADMINISTRATIVE AGENT.
THE INCREMENTAL TERM LOAN AMENDMENT MAY,
WITHOUT THE CONSENT OF ANY OTHER LENDERS, EFFECT SUCH AMENDMENTS TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AS MAY BE NECESSARY OR APPROPRIATE, IN
THE REASONABLE OPINION OF THE ADMINISTRATIVE AGENT, TO EFFECT THE PROVISIONS OF
THIS SECTION 2.20.
SECTION 2.21.
MARKET DISRUPTION.
NOTWITHSTANDING THE SATISFACTION OF ALL
CONDITIONS REFERRED TO IN ARTICLE II AND ARTICLE IV WITH RESPECT TO ANY CREDIT
EVENT TO BE EFFECTED IN ANY FOREIGN CURRENCY, IF (I) THERE SHALL OCCUR ON OR
PRIOR TO THE DATE OF SUCH CREDIT EVENT ANY CHANGE IN NATIONAL OR INTERNATIONAL
FINANCIAL, POLITICAL OR ECONOMIC CONDITIONS OR CURRENCY EXCHANGE RATES OR
EXCHANGE CONTROLS WHICH WOULD IN THE REASONABLE OPINION OF THE ADMINISTRATIVE
AGENT, THE ISSUING BANK (IF SUCH CREDIT EVENT IS A LETTER OF CREDIT) OR THE
REQUIRED LENDERS MAKE IT IMPRACTICABLE FOR THE EUROCURRENCY BORROWINGS OR
LETTERS OF CREDIT COMPRISING SUCH CREDIT EVENT TO BE DENOMINATED IN THE AGREED
CURRENCY SPECIFIED BY THE BORROWER OR (II) AN EQUIVALENT AMOUNT OF SUCH