TIME, BY NOTICE TO THE ADMINISTRATIVE AGENT (WHEREUPON THE ADMINISTRATIVE
AGENT SHALL PROMPTLY DELIVER A COPY TO EACH OF THE LENDERS), REQUEST ONE OR MORE
ADDITIONAL TRANCHES OF TERM LOANS (THE "INCREMENTAL TERM LOANS"); PROVIDED THAT
(I) BOTH AT THE TIME OF ANY SUCH REQUEST AND UPON THE EFFECTIVENESS OF ANY
INCREMENTAL TERM LOAN AMENDMENT REFERRED TO BELOW, NO DEFAULT OR EVENT OF
DEFAULT SHALL EXIST AND, AT THE TIME THAT ANY SUCH INCREMENTAL TERM LOAN IS MADE
(AND AFTER GIVING EFFECT THERETO), NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST
AND (II) THE BORROWER SHALL BE IN COMPLIANCE WITH SECTION 8.1 AND THE
CONSOLIDATED SENIOR DEBT RATIO AND THE CONSOLIDATED LEVERAGE RATIO SHALL BE AT
LEAST 0.25 BELOW THE THEN CURRENT LEVEL REQUIRED BY SECTION 8.1, DETERMINED ON A
PRO FORMA BASIS AS IF SUCH INCREMENTAL TERM LOANS HAD BEEN OUTSTANDING ON THE
LAST DAY OF THE MOST RECENT FISCAL QUARTER FOR TESTING COMPLIANCE THEREWITH
(AND, AS APPLICABLE, AS IF SUCH INCREMENTAL TERM LOANS HAD BEEN OUTSTANDING
DURING THE PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS THEN ENDED). EACH TRANCHE
OF INCREMENTAL TERM LOANS SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT THAT IS NOT
LESS THAN $25,000,000 (OR, IF LESS, THE REMAINING UNUSED AMOUNT OF THE TOTAL
INCREMENTAL TERM LOANS PERMITTED HEREBY). THE INCREMENTAL TERM LOANS (A) SHALL
BE IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $150,000,000, (B) SHALL RANK
PARI PASSU IN RIGHT OF PAYMENT AND OF SECURITY WITH THE REVOLVING LOANS AND THE
TERM LOANS, (C) SHALL NOT MATURE EARLIER THAN THE TERM LOAN MATURITY DATE (BUT
MAY, SUBJECT TO CLAUSE (D) BELOW, HAVE AMORTIZATION PRIOR TO SUCH DATE),
(D) SHALL NOT HAVE A WEIGHTED AVERAGE LIFE THAT IS SHORTER THAN THE REMAINING
WEIGHTED AVERAGE LIFE OF THE TERM LOANS, AND (E) EXCEPT AS SET FORTH ABOVE,
SHALL BE TREATED SUBSTANTIALLY THE SAME AS (AND IN ANY EVENT NO MORE FAVORABLY
THAN) THE TERM LOANS (IN EACH CASE, INCLUDING WITH RESPECT TO MANDATORY AND
VOLUNTARY PREPAYMENTS); PROVIDED THAT (I) THE TERMS AND CONDITIONS APPLICABLE TO
INCREMENTAL TERM LOANS MATURING AFTER THE TERM LOAN MATURITY DATE MAY PROVIDE
FOR MATERIAL ADDITIONAL OR DIFFERENT FINANCIAL OR OTHER COVENANTS OR PREPAYMENT
REQUIREMENTS APPLICABLE ONLY DURING PERIODS AFTER THE TERM LOAN MATURITY DATE
AND (II) THE INCREMENTAL TERM LOANS MAY BE PRICED DIFFERENTLY THAN THE TERM
LOANS. EACH NOTICE SHALL SET FORTH THE REQUESTED AMOUNT AND PROPOSED TERMS OF
THE RELEVANT INCREMENTAL TERM LOANS. EACH EXISTING LENDER SHALL BE AFFORDED THE
OPPORTUNITY, BUT SHALL NOT BE REQUIRED, TO PROVIDE A RATABLE SHARE (INCLUDING A
SHARE OF ANY INCREMENTAL TERM LOANS NOT SUBSCRIBED TO BY OTHER EXISTING LENDERS)
OF ANY INCREMENTAL TERM LOANS. IN THE EVENT THAT EXISTING LENDERS PROVIDE
COMMITMENTS IN AN AGGREGATE AMOUNT LESS THAN THE TOTAL AMOUNT OF THE INCREMENTAL
TERM LOANS REQUESTED BY THE BORROWER, THE BORROWER MAY 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 INCREMENTAL TERM LOANS IN