HEREBY GRANTS TO THE ADMINISTRATIVE AGENT AN
IRREVOCABLE POWER OF ATTORNEY (WHICH POWER IS COUPLED WITH AN INTEREST) TO
EXECUTE AND DELIVER, ON BEHALF OF SUCH LENDER AS ASSIGNOR, ANY ASSIGNMENT AND
ACCEPTANCE NECESSARY TO EFFECTUATE ANY ASSIGNMENT OF SUCH LENDER'S INTEREST
HEREUNDER IN THE CIRCUMSTANCE CONTEMPLATED BY THIS SECTION 2.19(C) AND THE
ADMINISTRATIVE AGENT AGREES TO EFFECTUATE SUCH ASSIGNMENT WITHIN THREE BUSINESS
DAYS AFTER THE BORROWERS' REQUEST SO LONG AS THE OTHER CONDITIONS FOR SUCH
ASSIGNMENT SET FORTH IN THIS SECTION 2.19 AND IN SECTION 9.04 HAVE BEEN
SATISFIED.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY, ANY ASSIGNMENT OF ANY
LENDER'S TERM B LOANS PURSUANT TO SECTION 2.19(C) EFFECTED ON OR BEFORE THE DATE
THAT IS ONE YEAR AFTER THE CLOSING DATE RELATING TO ANY PROPOSED AMENDMENT,
WAIVER OR CONSENT RELATING TO A REPRICING TRANSACTION SHALL BE ACCOMPANIED BY A
PREMIUM EQUAL TO 1.00% OF THE AGGREGATE PRINCIPAL AMOUNT OF THE TERM B LOANS
ASSIGNED, WITH SUCH PREMIUM TO BE PAID BY THE BORROWERS IN CASH TO THE ASSIGNING
LENDER.
SECTION 2.20.
ILLEGALITY.
IF ANY LENDER REASONABLY DETERMINES THAT ANY CHANGE
IN LAW HAS MADE IT UNLAWFUL, OR THAT ANY GOVERNMENTAL AUTHORITY HAS ASSERTED
AFTER THE CLOSING DATE THAT IT IS UNLAWFUL, FOR ANY LENDER OR ITS APPLICABLE
LENDING OFFICE TO MAKE OR MAINTAIN ANY EUROCURRENCY LOANS, THEN, ON NOTICE
THEREOF BY SUCH LENDER TO THE BORROWERS THROUGH THE ADMINISTRATIVE AGENT, ANY
OBLIGATIONS OF SUCH LENDER TO MAKE OR CONTINUE EUROCURRENCY LOANS OR TO CONVERT
ABR BORROWINGS TO EUROCURRENCY BORROWINGS SHALL BE SUSPENDED UNTIL SUCH LENDER
NOTIFIES THE ADMINISTRATIVE AGENT AND THE BORROWERS THAT THE CIRCUMSTANCES
GIVING RISE TO SUCH DETERMINATION NO LONGER EXIST.
UPON RECEIPT OF SUCH NOTICE,
THE BORROWERS SHALL UPON DEMAND FROM SUCH LENDER (WITH A COPY TO THE
ADMINISTRATIVE AGENT), EITHER CONVERT ALL EUROCURRENCY BORROWINGS OF SUCH LENDER
TO ABR BORROWINGS, EITHER ON THE LAST DAY OF THE INTEREST PERIOD THEREFOR, IF
SUCH LENDER MAY LAWFULLY CONTINUE TO MAINTAIN SUCH EUROCURRENCY BORROWINGS TO
SUCH DAY, OR IMMEDIATELY, IF SUCH LENDER MAY NOT LAWFULLY CONTINUE TO MAINTAIN
SUCH LOANS.
UPON ANY SUCH PREPAYMENT OR CONVERSION, THE BORROWERS SHALL ALSO
PAY ACCRUED INTEREST ON THE AMOUNT SO PREPAID OR CONVERTED.
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SECTION 2.21.
Incremental Commitments.
(a)
The Borrowers may, by written
notice to the Administrative Agent from time to time, request Incremental Term
Loan Commitments and/or Incremental Revolving Facility Commitments, as
applicable, in an amount not to exceed the Incremental Amount from one or more
Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which
may include any existing Lender) willing to provide such Incremental Term Loans
and/or Incremental Revolving Facility Commitments, as the case may be, in their
own discretion; provided, that each Incremental Revolving Facility Lender shall
be subject to the approval of the Administrative Agent (which approval shall not
be unreasonably withheld) unless such Incremental Revolving Lender is a Lender,
an Affiliate of a Lender or an Approved Fund.
Such notice shall set forth
(i) the amount of the Incremental Term Loan Commitments and/or Incremental