DATED SUCH
DATE AND EXECUTED BY A FINANCIAL OFFICER OF THE BORROWER, AND (II) THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (WITH SUFFICIENT COPIES FOR EACH OF THE
LENDERS) (A) DOCUMENTS CONSISTENT WITH THOSE DELIVERED ON THE FIRST RESTATEMENT
EFFECTIVE DATE UNDER CLAUSES (B) AND (C) OF SECTION 7 OF THE AMENDMENT AND
RESTATEMENT AGREEMENT AND (B) TO THE EXTENT REQUESTED BY THE ADMINISTRATIVE
AGENT, DOCUMENTS CONSISTENT WITH THOSE DELIVERED ON THE FIRST RESTATEMENT
EFFECTIVE DATE UNDER CLAUSES (F)(II)(A) AND (B) OF SECTION 7 OF THE AMENDMENT
AND RESTATEMENT AGREEMENT.
SECTION 2.21.
INCREMENTAL TERM LOANS.
(A)
THE BORROWER MAY, BY WRITTEN NOTICE
TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY DELIVER A COPY THEREOF TO EACH
OF THE TERM LENDERS), REQUEST TO ADD ONE OR MORE ADDITIONAL TRANCHES OF TERM
LOANS HEREUNDER ("INCREMENTAL TERM LOANS"); PROVIDED THAT (I) THE AGGREGATE
PRINCIPAL AMOUNT OF INCREMENTAL TERM LOANS MADE HEREUNDER DURING THE TERM OF
THIS AGREEMENT SHALL NOT EXCEED $200,000,000 AND (II) EACH TRANCHE OF
INCREMENTAL TERM LOANS SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT NOT LESS THAN
$50,000,000 (OR SUCH LESSER AMOUNT AS REPRESENTS THE ENTIRE REMAINING
AVAILABILITY UNDER CLAUSE (I) ABOVE).
SUCH NOTICE SHALL (A) SET FORTH THE
AMOUNT AND PROPOSED TERMS OF THE REQUESTED INCREMENTAL TERM LOANS AND (B) OFFER
THE TERM LENDERS THE OPPORTUNITY TO PARTICIPATE (PRO RATA IN ACCORDANCE WITH
THEIR SHARE OF THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING TERM LOANS) IN
PROVIDING SUCH INCREMENTAL TERM LOANS.
THE ADMINISTRATIVE AGENT WILL NOTIFY THE
TERM LENDERS OF SUCH OFFER AND EACH TERM LENDER SHALL, BY NOTICE TO THE BORROWER
AND THE ADMINISTRATIVE AGENT GIVEN NOT MORE THAN 10 DAYS AFTER THE DATE OF THE
BORROWER'S NOTICE, EITHER AGREE TO PROVIDE ALL OR A PORTION OF THE OFFERED
AMOUNT OR DECLINE TO PARTICIPATE IN SUCH INCREMENTAL TERM LOANS (AND ANY TERM
LENDER THAT DOES NOT DELIVER SUCH A NOTICE WITHIN SUCH 10-DAY PERIOD SHALL BE
DEEMED TO HAVE DECLINED TO PARTICIPATE IN SUCH INCREMENTAL TERM LOANS).
THE
BORROWER MAY ARRANGE FOR ONE OR MORE BANKS OR OTHER FINANCIAL INSTITUTIONS (ANY
SUCH BANK OR OTHER FINANCIAL INSTITUTION BEING CALLED AN "AUGMENTING TERM
LENDER"), WHICH MAY INCLUDE ANY LENDER, TO AGREE TO PROVIDE INCREMENTAL TERM
LOANS IN ORDER TO EFFECT ALL OR PART OF THE PROPOSED INCREMENTAL TERM LOANS THAT
ARE NOT SUBSCRIBED FOR BY THE TERM LENDERS; PROVIDED THAT EACH AUGMENTING TERM
LENDER, IF NOT ALREADY A TERM LENDER HEREUNDER, SHALL BE SUBJECT TO THE APPROVAL
OF THE ADMINISTRATIVE AGENT (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD).
(B)
THE INCREMENTAL TERM LOANS (I) SHALL RANK PARI PASSU IN RIGHT OF PAYMENT
AND OF SECURITY WITH THE OTHER OBLIGATIONS, (II) SHALL NOT HAVE A FINAL MATURITY
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DATE EARLIER THAN THE TRANCHE E MATURITY DATE,
(III) SHALL NOT HAVE A WEIGHTED
AVERAGE LIFE THAT IS SHORTER THAN THE REMAINING WEIGHTED AVERAGE LIFE OF THE
THEN-OUTSTANDING TERM LOANS AND (IV) SHALL HAVE OTHER TERMS (OTHER THAN PRICING,
INCLUDING ANY FEES, ANY INITIAL ISSUE DISCOUNT, ANY REDEMPTION PREMIUMS AND
INTEREST RATE) THAT, TO THE