HAVE TERMS AND CONDITIONS SUBSTANTIALLY THE SAME AS (AND IN NO
EVENT MORE RESTRICTIVE THAN THE TERMS AND CONDITIONS APPLICABLE TO) TRANCHE B
TERM 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
TRANCHE B 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 COMPANY 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 COMPANY
AND EACH INCREMENTAL TERM LENDER PROVIDING SUCH INCREMENTAL TERM LOANS;
(B)
AN INSTRUMENT, DULY EXECUTED BY THE COMPANY AND EACH OTHER
GUARANTOR, ACKNOWLEDGING AND REAFFIRMING ITS OBLIGATIONS UNDER THE GUARANTY
AGREEMENT, THE SECURITY DOCUMENTS AND THE OTHER CREDIT DOCUMENTS TO WHICH IT IS
A PARTY AND THE VALIDITY AND CONTINUED EFFECT OF THE LIENS GRANTED IN FAVOR OF
THE ADMINISTRATIVE AGENT THEREUNDER;
(C)
A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE
COMPANY AND EACH GUARANTOR, CERTIFYING TO AND ATTACHING THE RESOLUTIONS ADOPTED
BY THE BOARD OF DIRECTORS (OR SIMILAR GOVERNING BODY) OF SUCH CREDIT PARTY
APPROVING OR CONSENTING TO SUCH INCREMENTAL TERM LOANS;
(D)
A CERTIFICATE OF A FINANCIAL OFFICER OF THE PARENT, 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 MATERIAL RESPECTS (IF NOT SO QUALIFIED), IN EACH CASE
AS OF SUCH DATE),
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(Y) IMMEDIATELY AFTER GIVING EFFECT TO THE MAKING OF SUCH INCREMENTAL TERM LOANS
AND THE APPLICATION OF THE PROCEEDS THEREOF, THE COMPANY IS IN COMPLIANCE WITH
THE FINANCIAL COVENANTS CONTAINED IN ARTICLE VII, SUCH COMPLIANCE DETERMINED
WITH REGARD TO CALCULATIONS MADE ON A PRO FORMA BASIS FOR THE MOST RECENTLY
ENDED REFERENCE PERIOD FOR WHICH THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE
RECEIVED FINANCIAL STATEMENTS AND A COMPLIANCE CERTIFICATE, AS IF SUCH
INCREMENTAL TERM LOANS HAD BEEN MADE ON THE FIRST DAY OF SUCH PERIOD