OTHER
TERM LOANS TO BE MADE THEREUNDER; PROVIDED THAT, WITHOUT THE PRIOR WRITTEN
CONSENT OF TERM LENDERS HOLDING A MAJORITY OF THE PRINCIPAL AMOUNT OF THE
OUTSTANDING TERM LOANS, (I) THE FINAL MATURITY DATE OF ANY OTHER TERM LOANS
SHALL BE NO EARLIER THAN THE TERM LOAN MATURITY DATE, (II) THE WEIGHTED AVERAGE
LIFE TO MATURITY OF ANY OTHER TERM LOANS SHALL BE NO SHORTER THAN THE AVERAGE
LIFE TO MATURITY OF THE TERM LOANS AND (III) IF THE INTEREST RATE SPREAD
APPLICABLE TO ANY OTHER TERM LOANS (WHICH, FOR THIS PURPOSE, SHALL BE DEEMED TO
INCLUDE ALL UPFRONT OR SIMILAR FEES OR ORIGINAL ISSUES DISCOUNT, BUT EXCLUDING
ANY UNDERWRITING, ARRANGEMENT, STRUCTURING OR OTHER FEES PAYABLE IN CONNECTION
THEREWITH THAT ARE NOT GENERALLY SHARED WITH THE LENDERS (COLLECTIVELY, "UPFRONT
PAYMENTS"), IN EACH CASE, PAID TO THE INCREMENTAL LENDERS IN RESPECT OF SUCH
OTHER TERM LOANS) EXCEEDS THE INTEREST RATE SPREAD APPLICABLE TO THE TERM LOANS
(TAKING INTO ACCOUNT THE UPFRONT PAYMENTS PAID TO THE LENDERS IN RESPECT OF THE
ESTABLISHMENT OF THE TERM LOANS) BY MORE THAN 0.25%, THEN THE INTEREST RATE
SPREAD APPLICABLE TO THE TERM LOANS SHALL BE INCREASED SO THAT IT EQUALS (AFTER
TAKING INTO ACCOUNT UPFRONT PAYMENTS MADE IN RESPECT OF THE ESTABLISHMENT OF THE
TERM LOANS) THE INTEREST RATE SPREAD APPLICABLE TO THE OTHER TERM LOANS.
FOR
PURPOSES OF THE FOREGOING, ANY ORIGINAL ISSUE DISCOUNT ASSOCIATED WITH THE TERM
LOANS OR ANY OTHER TERM LOANS WILL BE CONVERTED TO AN INTEREST RATE SPREAD
EQUIVALENT BY DIVIDING THE PERCENTAGE AMOUNT OF SUCH ORIGINAL ISSUE DISCOUNT BY
THE LESSER OF (A) THE WEIGHTED AVERAGE LIFE TO MATURITY OF SUCH LOANS AND
(B) FOUR.
(C)
(I) EACH INCREMENTAL FACILITY AGREEMENT SHALL REQUIRE THE CONSENT OF ONLY
THE BORROWER, THE ADMINISTRATIVE AGENT AND THE INCREMENTAL LENDERS PROVIDING THE
APPLICABLE INCREMENTAL FACILITY, BUT, IN EACH CASE, NOT THE CONSENTS OF ANY
OTHER LENDERS.
EACH OF THE PARTIES HERETO HEREBY AGREES THAT, UPON THE
EFFECTIVENESS OF ANY INCREMENTAL FACILITY AGREEMENT, THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS (OTHER THAN THE INTERCREDITOR AGREEMENT) SHALL BE DEEMED
AMENDED TO THE EXTENT (BUT ONLY TO THE EXTENT) NECESSARY TO REFLECT THE
EXISTENCE AND TERMS OF THE INCREMENTAL FACILITY EVIDENCED THEREBY, INCLUDING THE
AMOUNT AND FINAL MATURITY THEREOF, ANY PROVISIONS RELATING TO AMORTIZATION AND
THE INTEREST TO ACCRUE AND BE PAYABLE THEREON AND ANY FEES TO BE PAYABLE IN
RESPECT THEREOF, AND TO EFFECT SUCH OTHER CHANGES (INCLUDING CHANGES TO THE
PROVISIONS OF SECTIONS 2.16 AND 9.08(B), THE DEFINITION OF "REQUIRED LENDERS"
AND ANY OTHER PROVISIONS OF ANY LOAN DOCUMENT SPECIFYING THE NUMBER OR
PERCENTAGE OF LENDERS (OR LENDERS OF ANY CLASS) REQUIRED TO WAIVE, AMEND OR
MODIFY ANY RIGHTS UNDER THE LOAN DOCUMENTS OR MAKE ANY DETERMINATION OR GRANT
ANY CONSENT UNDER THE LOAN DOCUMENTS) AS THE BORROWER AND THE ADMINISTRATIVE
AGENT SHALL DEEM NECESSARY OR ADVISABLE IN CONNECTION WITH THE ESTABLISHMENT OF
SUCH INCREMENTAL FACILITY.
ANY SUCH DEEMED AMENDMENT MAY BE MEMORIALIZED IN
WRITING BY THE ADMINISTRATIVE AGENT WITH THE BORROWER'S CONSENT (NOT