EFFECTIVE ON THE INCREMENTAL TERM LOAN EFFECTIVE DATE REFERENCED IN THE
APPLICABLE INCREMENTAL TERM LOAN AMENDMENT, AND THE INCREMENTAL TERM LOANS
PROVIDED FOR THEREUNDER SHALL BE MADE IN ACCORDANCE WITH THE TERMS AND SUBJECT
TO THE CONDITIONS SET FORTH THEREIN AND IN THIS SECTION 2.21.
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(D)
THE INCREMENTAL TERM LOANS OF ANY SERIES SHALL:
(I)
CONSTITUTE OBLIGATIONS AND TERM LOANS FOR ALL PURPOSES UNDER THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS;
(II)
UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR IN
THE APPLICABLE INCREMENTAL TERM LOAN AMENDMENT, BE SECURED BY THE COLLATERAL
UNDER THE SECURITY DOCUMENTS AND GUARANTEED UNDER THE SUBSIDIARY GUARANTY ON A
PARI PASSU BASIS WITH ALL OTHER OBLIGATIONS (BUT IN NO EVENT SHALL ANY
INCREMENTAL TERM LOANS RANK SENIOR IN RIGHT OF PAYMENT OR SECURITY TO ANY OTHER
OBLIGATIONS);
(III)
HAVE A MATURITY DATE NO EARLIER THAN THE TERM A-1 LOAN MATURITY
DATE;
(IV)
HAVE SUCH PRICING (INCLUDING INTEREST RATE MARGINS AND FEES) AND
AMORTIZATION TERMS AS MAY BE AGREED BY THE BORROWER AND THE INCREMENTAL TERM
LENDERS PROVIDING SUCH SERIES OF INCREMENTAL TERM LOANS; AND
(V)
EXCEPT AS SPECIFICALLY PROVIDED IN CLAUSES (II) THROUGH
(IV) ABOVE, OTHERWISE HAVE TERMS AND CONDITIONS SUBSTANTIALLY THE SAME AS (AND
IN NO EVENT MORE RESTRICTIVE THAN THE TERMS AND CONDITIONS APPLICABLE TO) TERM
A-1 LOANS (AND WITHOUT LIMITATION OF THE FOREGOING, SUCH INCREMENTAL TERM LOANS
SHALL BE ENTITLED TO THE SAME VOTING RIGHTS AS, AND SHALL BE ENTITLED TO RECEIVE
PROCEEDS OF VOLUNTARY AND MANDATORY PREPAYMENTS ON THE SAME BASIS AS, THE TERM
A-1 TERM LOANS). THE PROCEEDS OF ANY INCREMENTAL TERM LOANS SHALL BE USED IN
ACCORDANCE WITH SECTION 2.14.
(E)
NOTWITHSTANDING ANYTHING SET FORTH IN THIS SECTION 2.21 TO THE
CONTRARY, THE BORROWER SHALL NOT INCUR ANY SERIES OF INCREMENTAL TERM LOANS (AND
NO INCREMENTAL TERM LOAN COMMITMENTS SHALL BE EFFECTIVE) UNLESS THE CONDITIONS
SET FORTH IN SECTION 2.21(A) AS WELL AS THE FOLLOWING CONDITIONS PRECEDENT ARE
SATISFIED ON THE APPLICABLE INCREMENTAL TERM LOAN EFFECTIVE DATE:
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE FOLLOWING, EACH
DATED THE INCREMENTAL TERM LOAN EFFECTIVE DATE AND IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT:
(A)
AN INCREMENTAL TERM LOAN AMENDMENT, DULY EXECUTED BY THE BORROWER
AND EACH INCREMENTAL TERM LENDER PROVIDING SUCH INCREMENTAL TERM LOANS;
(B)
A CERTIFICATE OF A FINANCIAL OFFICER OF THE BORROWER, CERTIFYING
THAT (X) AS OF THE INCREMENTAL TERM LOAN EFFECTIVE DATE, ALL REPRESENTATIONS AND
WARRANTIES OF THE CREDIT PARTIES CONTAINED IN THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS QUALIFIED AS TO MATERIALITY ARE TRUE AND CORRECT AND THOSE NOT
SO QUALIFIED ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, BOTH IMMEDIATELY
BEFORE AND AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY (EXCEPT TO THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS
EXPRESSLY STATED TO HAVE BEEN MADE AS OF A SPECIFIC DATE, IN WHICH CASE SUCH
REPRESENTATION OR WARRANTY IS TRUE AND CORRECT (IF QUALIFIED AS TO MATERIALITY)
OR TRUE AND CORRECT IN ALL
59
MATERIAL RESPECTS