BORROWER SHALL PAY ALL ACCRUED BUT UNPAID INTEREST ON THE
INITIAL LOANS TO THE REVOLVING CREDIT LENDERS ENTITLED THERETO, AND
(VII) SCHEDULE 1.1 SHALL AUTOMATICALLY BE AMENDED TO REFLECT THE REVOLVING
CREDIT COMMITMENTS OF ALL REVOLVING CREDIT LENDERS AFTER GIVING EFFECT TO THE
REVOLVING CREDIT COMMITMENT INCREASE.
THE DEEMED PAYMENTS MADE
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PURSUANT TO CLAUSE (I) ABOVE IN RESPECT OF EACH LIBOR LOAN SHALL BE SUBJECT TO
INDEMNIFICATION BY THE BORROWERS PURSUANT TO THE PROVISIONS OF SECTION 2.18 IF
THE REVOLVING CREDIT COMMITMENT INCREASE DATE OCCURS OTHER THAN ON THE LAST DAY
OF THE INTEREST PERIOD RELATING THERETO.
2.21
INCREMENTAL TERM LOANS.
(A)
THE COMPANY SHALL HAVE THE RIGHT, AT ANY
TIME AND FROM TIME TO TIME AFTER THE CLOSING DATE BY WRITTEN NOTICE TO AND IN
CONSULTATION WITH THE ADMINISTRATIVE AGENT, TO REQUEST COMMITMENTS ("INCREMENTAL
TERM LOAN COMMITMENTS") FOR ADDITIONAL TERM LOANS (EACH, AN "INCREMENTAL TERM
LOAN," AND COLLECTIVELY, THE "INCREMENTAL TERM LOANS") FROM EXISTING LENDERS,
ONE OR MORE PERSONS THAT ARE NOT ALREADY LENDERS (EACH, AN "ADDITIONAL TERM
LENDER"), OR A COMBINATION THEREOF; PROVIDED THAT (I) ANY SUCH REQUEST FOR
INCREMENTAL TERM LOANS SHALL BE IN A MINIMUM AMOUNT OF $25,000,000,
(II) IMMEDIATELY AFTER GIVING EFFECT TO THE MAKING OF ANY INCREMENTAL TERM
LOANS, THE AGGREGATE OF ALL REVOLVING CREDIT COMMITMENT INCREASES EFFECTED AND
INCREMENTAL TERM LOANS MADE AFTER THE CLOSING DATE SHALL NOT EXCEED $50,000,000
(WITHOUT REGARD TO ANY REPAYMENT OF INCREMENTAL TERM LOANS), (III) NO DEFAULT OR
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING ON THE APPLICABLE
INCREMENTAL TERM LOAN EFFECTIVE DATE (AS HEREINAFTER DEFINED) OR SHALL RESULT
FROM THE MAKING OF ANY INCREMENTAL TERM LOANS, (IV) IMMEDIATELY AFTER GIVING
EFFECT TO THE MAKING OF ANY INCREMENTAL TERM LOANS AND THE APPLICATION OF THE
PROCEEDS THEREOF, THE COMPANY SHALL BE IN COMPLIANCE WITH THE FINANCIAL
COVENANTS CONTAINED IN ARTICLE VII, SUCH COMPLIANCE DETERMINED WITH REGARD TO
CALCULATIONS MADE ON A PRO FORMA BASIS FOR THE MOST RECENTLY ENDED REFERENCE
PERIOD FOR WHICH THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE RECEIVED
FINANCIAL STATEMENTS AND A COMPLIANCE CERTIFICATE, AS IF SUCH INCREMENTAL TERM
LOANS HAD BEEN MADE ON THE FIRST DAY OF SUCH PERIOD, AND (V) THE TOTAL LEVERAGE
RATIO (AS SET FORTH IN THE COMPLIANCE CERTIFICATE THEN MOST RECENTLY DELIVERED
TO THE ADMINISTRATIVE AGENT AND THE LENDERS) IS, AFTER GIVING PRO FORMA EFFECT
TO SUCH INCREMENTAL TERM LOANS AND THE APPLICATION OF THE PROCEEDS THEREOF, AT
LEAST 0.25% BELOW THE MAXIMUM LEVEL THEN PERMITTED AS SET FORTH IN SECTION 7.1.
SUCH NOTICE FROM THE COMPANY SHALL SPECIFY THE REQUESTED AMOUNT OF INCREMENTAL
TERM LOANS.
ALL INCREMENTAL TERM LOANS MADE ON THE SAME DAY SHALL BE DEEMED TO
BE A SEPARATE "SERIES" OF INCREMENTAL TERM LOANS.
(B)
EACH ADDITIONAL TERM LENDER MUST QUALIFY AS
AN ELIGIBLE ASSIGNEE (THE APPROVAL OF WHICH BY THE ADMINISTRATIVE AGENT SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED) AND THE COMPANY AND EACH ADDITIONAL
TERM LENDER SHALL EXECUTE ALL SUCH DOCUMENTATION AS THE ADMINISTRATIVE AGENT AND
THE COMPANY MAY REASONABLY REQUIRE