THE COMMITMENTS AND/OR OUTSTANDING
LOANS OF EXISTING LENDERS (WHO IN EACH CASE MUST SPECIFICALLY CONSENT THERETO),
THEN IN THE CASE OF ANY ACTION PURSUANT TO THE PRECEDING CLAUSE (II), THE
REQUISITE LENDERS (DETERMINED AFTER GIVING EFFECT TO THE PROPOSED ACTION) SHALL
SPECIFICALLY CONSENT THERETO. IN ADDITION, ANY WAIVER, AMENDMENT OR MODIFICATION
OF THIS AGREEMENT THAT BY ITS TERMS AFFECTS THE RIGHTS OR DUTIES UNDER THIS
AGREEMENT OF ANY CLASS OF LENDERS (BUT NOT ANY OTHER CLASS OF LENDERS) MAY BE
EFFECTED BY AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO BY THE BORROWER
AND THE REQUISITE PERCENTAGE IN INTEREST OF THE AFFECTED CLASS OF LENDERS THAT
WOULD BE REQUIRED TO CONSENT THERETO UNDER THIS SECTION 9.08 IF SUCH CLASS OF
LENDERS WERE THE ONLY CLASS OF LENDERS HEREUNDER AT THE TIME.
(F)
WITHOUT THE CONSENT OF ANY OTHER PERSON, THE LOAN PARTIES AND THE
ADMINISTRATIVE AGENT AND/OR COLLATERAL AGENT MAY (IN THEIR RESPECTIVE SOLE
DISCRETION, OR SHALL, TO THE EXTENT REQUIRED BY ANY LOAN DOCUMENT) ENTER INTO
ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY LOAN DOCUMENT, OR ENTER INTO ANY
NEW AGREEMENT OR INSTRUMENT, TO EFFECT THE GRANTING, PERFECTION, PROTECTION,
EXPANSION OR ENHANCEMENT OF ANY SECURITY INTEREST IN ANY COLLATERAL OR
ADDITIONAL PROPERTY TO BECOME COLLATERAL FOR THE BENEFIT OF THE SECURED PARTIES,
OR AS REQUIRED BY LOCAL LAW TO GIVE EFFECT TO, OR PROTECT ANY SECURITY INTEREST
FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY PROPERTY OR SO THAT THE SECURITY
INTERESTS THEREIN COMPLY WITH APPLICABLE LAW.
(G)
NOTWITHSTANDING ANYTHING IN SECTION 9.08 TO THE CONTRARY, THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE AMENDED AT ANY TIME, AND FROM TIME
TO TIME, AFTER THE CLOSING DATE TO INCREASE THE AGGREGATE REVOLVING CREDIT
COMMITMENTS AND/OR TO ESTABLISH ADDITIONAL TERM LOANS UNDER THIS AGREEMENT, AT
THE DISCRETION OF THE BORROWER AND THE LEAD ARRANGER (THE "GREENSHOE OPTION"),
BY AN AGREEMENT IN WRITING ENTERED INTO BY THE BORROWER, THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT, THE LEAD ARRANGER AND EACH PERSON (INCLUDING ANY
LENDER) THAT SHALL AGREE TO PROVIDE SUCH COMMITMENT AND/OR MAKE A TERM LOAN (AND
EACH SUCH PERSON THAT SHALL NOT ALREADY BE A LENDER SHALL, AT THE TIME SUCH
AGREEMENT BECOMES EFFECTIVE, BECOME A LENDER WITH THE SAME EFFECT AS IF IT HAD
ORIGINALLY BEEN A LENDER UNDER THIS AGREEMENT WITH THE COMMITMENT AND/OR TERM
LOANS SET FORTH IN SUCH AGREEMENT); PROVIDED THAT (I) THE AGGREGATE PRINCIPAL
AMOUNT OF THE ADDITIONAL TERM LOANS AND THE NEW REVOLVING CREDIT COMMITMENTS
ESTABLISHED PURSUANT TO THIS PARAGRAPH SHALL NOT EXCEED $100,000,000 IN THE
AGGREGATE OR A LESSER AMOUNT IN INTEGRAL MULTIPLES OF $10.0 MILLION, (II) NO
DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT THE TIME OF
SUCH INCREASE, (III) AFTER GIVING EFFECT TO SUCH INCREASE, THE BORROWER SHALL BE
IN COMPLIANCE WITH THE FINANCIAL COVENANTS, (IV) NO COMMITMENT OF ANY LENDER
SHALL BE INCREASED WITHOUT THE CONSENT OF SUCH LENDER AND (V) IF THE TERM LOANS
ARE INCREASED PURSUANT TO THE GREENSHOE OPTION, THE REMAINING