SHALL BE NO
EARLIER THAN THE TERM LOAN MATURITY DATE; (3) THE NEW TERM LOANS SHALL NOT
AMORTIZE EARLIER OR IN GREATER PERCENTAGES THAN THE INITIAL TERM LOANS; (4) IN
THE EVENT THAT THE APPLICABLE MARGIN (AT EACH LEVEL), ON A YIELD-TO-MATURITY
BASIS, TOGETHER WITH ANY ORIGINAL ISSUE DISCOUNT AND UPFRONT FEES (THE
"APPLICABLE YIELD") FOR THE NEW TERM LOANS IS GREATER THAN THE APPLICABLE YIELD
FOR THE INITIAL TERM LOANS BY MORE THAN 50 BASIS POINTS, THEN THE APPLICABLE
MARGIN FOR THE INITIAL TERM LOANS SHALL BE INCREASED TO THE EXTENT NECESSARY
SUCH THAT THE APPLICABLE MARGIN FOR THE INITIAL TERM LOANS PLUS 0.50% PER ANNUM
SHALL BE EQUAL TO THE APPLICABLE YIELD FOR THE NEW TERM LOANS; (5) AFTER GIVING
PRO FORMA EFFECT TO THE MAKING OF THE NEW TERM LOANS, THE SENIOR SECURED
LEVERAGE RATIO SHALL BE LESS THAN 0.25:1.00 BELOW THE LEVEL REQUIRED TO BE IN
COMPLIANCE WITH THE COVENANT IN SECTION 6.16; (6) THE OTHER TERMS OF THE NEW
TERM LOANS, IF DIFFERENT FROM THE INITIAL TERM LOANS, SHALL BE REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT; (7) THE NEW TERM LOANS ESTABLISHED
PURSUANT TO THIS SECTION 2.24 SHALL BE ENTITLED TO ALL THE BENEFITS AFFORDED BY
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AND SHALL, WITHOUT LIMITING THE
FOREGOING, BENEFIT EQUALLY AND RATABLY FROM THE GUARANTEES AND SECURITY
INTERESTS CREATED BY THE COLLATERAL
52
DOCUMENTS; (8) THE CREDIT PARTIES SHALL TAKE ANY ACTIONS REASONABLY REQUIRED BY
THE ADMINISTRATIVE AGENT TO ENSURE AND/OR DEMONSTRATE THAT THE LIENS AND
SECURITY INTERESTS GRANTED BY THE COLLATERAL DOCUMENTS CONTINUE TO BE PERFECTED
UNDER THE UCC OR OTHERWISE AFTER GIVING EFFECT TO THE ESTABLISHMENT OF ANY NEW
TERM LOAN COMMITMENTS, THE NEW TERM LOAN COMMITMENTS SHALL BE EFFECTED PURSUANT
TO ONE OR MORE JOINDER AGREEMENTS EXECUTED AND DELIVERED BY THE BORROWER AND THE
ADMINISTRATIVE AGENT, AND EACH OF WHICH SHALL BE RECORDED IN THE REGISTER AND
SHALL BE SUBJECT TO THE REQUIREMENTS SET FORTH IN SECTION 2.19(C); (9) THE
BORROWER SHALL MAKE ANY PAYMENTS REQUIRED PURSUANT TO SECTION 2.17(D) IN
CONNECTION WITH THE NEW TERM LOANS; AND (10) THE BORROWER SHALL DELIVER OR CAUSE
TO BE DELIVERED ANY LEGAL OPINIONS OR OTHER DOCUMENTS REASONABLY REQUESTED BY
THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY SUCH TRANSACTION.'
(B)
ON ANY INCREASED AMOUNT DATE ON WHICH ANY
NEW TERM LOAN COMMITMENTS ARE EFFECTIVE, SUBJECT TO THE SATISFACTION OF THE
FOREGOING TERMS AND CONDITIONS, (I) EACH APPLICABLE NEW LENDER SHALL MAKE A NEW
TERM LOAN TO THE BORROWER IN AN AMOUNT EQUAL TO ITS APPLICABLE LOAN COMMITMENT,
AND (II) EACH NEW LENDER SHALL BECOME A LENDER HEREUNDER WITH RESPECT TO ITS NEW
TERM LOANS.
(C)
THE ADMINISTRATIVE AGENT SHALL NOTIFY
LENDERS PROMPTLY UPON RECEIPT OF THE BORROWER'S NOTICE OF EACH INCREASED AMOUNT
DATE AND IN RESPECT THEREOF THE NEW TERM LOANS.
SECTION 3.
CONDITIONS PRECEDENT
3.1
CLOSING DATE.
THE OBLIGATION OF EACH LENDER
TO MAKE A CREDIT EXTENSION ON THE CLOSING DATE IS SUBJECT TO THE SATISFACTION,
OR WAIVER IN ACCORDANCE WITH SECTION