OTHER AMOUNT PAID OR PAYABLE BY THE
PURCHASING LENDER IN RESPECT OF THE TOTAL AMOUNT SO RECOVERED, WITHOUT FURTHER
INTEREST THEREON.
THE BORROWER AGREES THAT ANY LENDER SO PURCHASING A
PARTICIPATION FROM ANOTHER LENDER MAY, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EXERCISE ALL ITS RIGHTS OF PAYMENT (INCLUDING THE RIGHT OF
SETOFF, BUT SUBJECT TO SECTION 10.09) WITH RESPECT TO SUCH PARTICIPATION AS
FULLY AS IF SUCH LENDER WERE THE DIRECT CREDITOR OF THE BORROWER IN THE AMOUNT
OF SUCH PARTICIPATION.
THE ADMINISTRATIVE AGENT WILL KEEP RECORDS (WHICH SHALL
BE CONCLUSIVE AND BINDING IN THE ABSENCE OF MANIFEST ERROR) OF PARTICIPATIONS
PURCHASED UNDER THIS SECTION 2.13 AND WILL IN EACH CASE NOTIFY THE LENDERS
FOLLOWING ANY SUCH PURCHASES OR REPAYMENTS.
EACH LENDER THAT PURCHASES A
PARTICIPATION PURSUANT TO THIS SECTION 2.13 SHALL FROM AND AFTER SUCH PURCHASE
HAVE THE RIGHT TO GIVE ALL NOTICES, REQUESTS, DEMANDS, DIRECTIONS AND OTHER
COMMUNICATIONS UNDER THIS AGREEMENT WITH RESPECT TO THE PORTION OF THE
OBLIGATIONS PURCHASED TO THE SAME EXTENT AS THOUGH THE PURCHASING LENDER WERE
THE ORIGINAL OWNER OF THE OBLIGATIONS PURCHASED.
SECTION 2.14
INCREMENTAL CREDIT EXTENSIONS.
(A)
THE BORROWER MAY AT ANY TIME OR FROM TIME TO TIME AFTER THE SECOND
AMENDMENT AND RESTATEMENT EFFECTIVE DATE, BY NOTICE TO THE ADMINISTRATIVE AGENT
(WHEREUPON THE ADMINISTRATIVE AGENT SHALL PROMPTLY DELIVER A COPY TO EACH OF THE
LENDERS), REQUEST (A) ONE OR MORE ADDITIONAL TRANCHES OF TERM LOANS (THE
"INCREMENTAL TERM LOANS") OR (B) ONE OR MORE INCREASES IN THE AMOUNT OF THE
REVOLVING CREDIT COMMITMENTS (EACH SUCH INCREASE, A "REVOLVING COMMITMENT
INCREASE"), PROVIDED THAT (I) BOTH AT THE TIME OF ANY SUCH REQUEST AND UPON THE
EFFECTIVENESS OF ANY INCREMENTAL AMENDMENT REFERRED TO BELOW, NO DEFAULT OR
EVENT OF DEFAULT SHALL EXIST AND AT THE TIME THAT ANY SUCH INCREMENTAL TERM LOAN
IS MADE (AND AFTER GIVING EFFECT THERETO) NO DEFAULT OR EVENT OF DEFAULT SHALL
EXIST AND (II) THE BORROWER SHALL BE IN COMPLIANCE WITH THE COVENANT SET FORTH
IN SECTION 7.11 FOR THE TEST PERIOD IN EFFECT AT THE APPLICABLE INCREMENTAL
FACILITY CLOSING DATE (IT BEING UNDERSTOOD THAT IF THE APPLICABLE INCREMENTAL
FACILITY CLOSING DATE IS TO OCCUR PRIOR TO THE DATE THE MARCH 31, 2007 TEST
PERIOD HAS BECOME EFFECTIVE, THE LEVEL SET FORTH IN SECTION 7.11 FOR THE MARCH
31, 2007 TEST PERIOD SHALL BE DEEMED TO APPLY) DETERMINED ON A PRO FORMA BASIS.
EACH TRANCHE OF INCREMENTAL TERM LOANS AND EACH REVOLVING COMMITMENT INCREASE
SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT THAT IS NOT LESS THAN $25,000,000
(PROVIDED THAT SUCH AMOUNT MAY BE LESS THAN $25,000,000 IF SUCH AMOUNT
REPRESENTS ALL REMAINING AVAILABILITY UNDER THE LIMIT SET FORTH IN THE NEXT
SENTENCE).
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE AGGREGATE
AMOUNT OF THE INCREMENTAL TERM LOANS AND THE REVOLVING COMMITMENT INCREASES
SHALL NOT EXCEED THE SUM OF $500,000,000.
THE INCREMENTAL
100
TERM LOANS (A) SHALL RANK PARI PASSU IN RIGHT OF PAYMENT AND OF SECURITY WITH
THE REVOLVING CREDIT LOANS AND THE TERM LOANS, (B)