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 $100,000,000, (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
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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 AN AGGREGATE AMOUNT EQUAL TO THE
UNSUBSCRIBED AMOUNT.
COMMITMENTS IN RESPECT OF INCREMENTAL TERM LOANS SHALL
BECOME COMMITMENTS UNDER THIS AGREEMENT PURSUANT TO AN AMENDMENT (AN
"INCREMENTAL TERM LOAN AMENDMENT") TO THIS AGREEMENT AND, AS APPROPRIATE, THE
OTHER LOAN DOCUMENTS, EXECUTED BY THE BORROWER, EACH LENDER AGREEING TO PROVIDE
SUCH COMMITMENT, IF ANY, EACH ADDITIONAL LENDER, 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.
THE
EFFECTIVENESS OF ANY INCREMENTAL TERM LOAN AMENDMENT SHALL BE SUBJECT TO THE
SATISFACTION ON THE DATE THEREOF OF EACH OF THE CONDITIONS SET FORTH IN
SECTION 6.2 (IT BEING UNDERSTOOD THAT ALL REFERENCES TO THE DATE OF "ANY
EXTENSION OF CREDIT" IN SUCH SECTION 6.2 SHALL BE DEEMED TO REFER TO THE
EFFECTIVE DATE OF SUCH INCREMENTAL TERM LOAN AMENDMENT) AND SUCH OTHER
CONDITIONS AS THE PARTIES THERETO SHALL AGREE.
NO LENDER SHALL BE