COMMITMENT INCREASES, (B) THE COMMITMENT
SCHEDULE SHALL BE DEEMED MODIFIED, WITHOUT FURTHER ACTION, TO REFLECT THE
REVISED REVOLVING COMMITMENTS OF THE LENDERS, AND (C) THIS AGREEMENT SHALL BE
DEEMED AMENDED, WITHOUT FURTHER ACTION, TO THE EXTENT NECESSARY TO REFLECT SUCH
INCREASED AGGREGATE TOTAL COMMITMENTS.
(IV)
IN CONNECTION WITH REVOLVING COMMITMENT INCREASES HEREUNDER, THE
LENDERS AND THE BORROWERS AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, (A) THE BORROWERS SHALL, IN COORDINATION WITH THE AGENT,
(1) REPAY
70
OUTSTANDING REVOLVING LOANS OF CERTAIN LENDERS, AND OBTAIN REVOLVING LOANS FROM
CERTAIN OTHER REVOLVING LENDERS (INCLUDING THE ADDITIONAL REVOLVING COMMITMENT
LENDERS), OR (2) TAKE SUCH OTHER ACTIONS AS REASONABLY MAY BE REQUIRED BY THE
AGENT, IN EACH CASE TO THE EXTENT NECESSARY SO THAT ALL OF THE REVOLVING LENDERS
EFFECTIVELY PARTICIPATE IN EACH OF THE OUTSTANDING REVOLVING LOANS PRO RATA ON
THE BASIS OF THEIR APPLICABLE PERCENTAGES (DETERMINED AFTER GIVING EFFECT TO ANY
INCREASE IN THE AGGREGATE TOTAL REVOLVING COMMITMENTS PURSUANT TO THIS
SECTION 2.23); AND (B) THE BORROWERS SHALL PAY TO THE REVOLVING LENDERS ANY
COSTS OF THE TYPE REFERRED TO IN SECTION 2.16 IN CONNECTION WITH ANY REPAYMENT
AND/OR PREPAYMENT OF REVOLVING LOANS REQUIRED PURSUANT TO PRECEDING CLAUSE (A).
WITHOUT LIMITING THE OBLIGATIONS OF THE BORROWERS PROVIDED FOR IN THIS
SECTION 2.23(B), THE AGENT AND THE LENDERS AGREE THAT THEY WILL USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO ATTEMPT TO MINIMIZE THE COSTS OF THE TYPE
REFERRED TO IN SECTION 2.16 WHICH THE BORROWERS WOULD OTHERWISE OCCUR IN
CONNECTION WITH THE IMPLEMENTATION OF AN INCREASE IN THE AGGREGATE TOTAL
REVOLVING COMMITMENTS AND THE AGGREGATE TOTAL COMMITMENTS HEREUNDER.
(C)
INCREMENTAL TERM LOANS.
(I)
THE COMPANY MAY ALSO UTILIZE PART OR
ALL OF THE AGGREGATE INCREMENTAL CAPACITY TO OBTAIN ONE OR MORE INCREMENTAL TERM
LOANS (THE "INCREMENTAL TERM LOANS") AS PROVIDED HEREIN.
INCREMENTAL TERM LOANS
MAY BE EXCHANGED BY THE COMPANY FOR ANY OF THE COMPANY'S EXISTING NOTES, OR THE
CASH PROCEEDS OF ANY INCREMENTAL TERM LOANS MAY BE USED TO REPURCHASE ANY OF THE
COMPANY'S EXISTING NOTES, BUT NEITHER THE INCREMENTAL TERM LOANS NOR THE
PROCEEDS THEREOF MAY BE USED FOR ANY OTHER PURPOSE.
THE INCREMENTAL TERM LOANS
SHALL CONSTITUTE SECURED OBLIGATIONS SUBJECT TO THE PROVISIONS OF SECTIONS 7.03,
7.04 AND 7.05 HEREOF.
EACH EXTENSION OF INCREMENTAL TERM LOANS SHALL BE SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 2.23(C).
(II)
EACH INCREMENTAL TERM LOAN SHALL BE SUBJECT TO THE TERMS OF THIS
AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS AND, TO THE EXTENT NOT SPECIFIED
OR INCONSISTENT WITH THE TERMS AND CONDITIONS SET FORTH HEREIN OR THEREIN, THE
TERMS AND CONDITIONS APPLICABLE TO EACH INCREMENTAL TERM LOAN SHALL BE SET FORTH
IN A SEPARATE AMENDMENT AGREEMENT (EACH AN "INCREMENTAL TERM LOAN AMENDMENT")
AMONG THE COMPANY, THE AGENT AND EACH LENDER OF SUCH INCREMENTAL TERM LOANS (AN
"INCREMENTAL TERM LOAN LENDER"); PROVIDED THAT NO LENDER SHALL BE OBLIGATED TO
PROVIDE ANY INCREMENTAL TERM LOAN AS A RESULT OF ANY REQUEST BY THE COMPANY.
UNLESS OTHERWISE AGREED