DELIVERED BY THE BORROWER AND THE ADMINISTRATIVE
AGENT, EACH OF WHICH SHALL BE RECORDED IN THE REGISTER AND SHALL BE SUBJECT TO
THE REQUIREMENTS SET FORTH IN SECTION 2.6(C) AND (D); AND
(VI)
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.
Any New Term Loans made pursuant to a New Term Loan Commitment on an Increased
Amount Date shall be designated a separate series (any such series of New Term
Loans, together with the Original Loans, each, a "Series") of Loans for all
purposes of this Agreement.
All Loans (including any Original Loans and any New
Term Loans) shall rank pari passu in right of payment and as to benefits of
Collateral.
(B)
ON ANY INCREASED AMOUNT DATE ON WHICH ANY
NEW TERM LOAN COMMITMENTS OF ANY SERIES ARE EFFECTIVE, SUBJECT TO THE
SATISFACTION OF THE FOREGOING TERMS AND CONDITIONS, (I) EACH NEW TERM LOAN
LENDER OF ANY SERIES SHALL MAKE A LOAN TO THE BORROWER (A "NEW TERM LOAN") IN AN
AMOUNT EQUAL TO ITS NEW TERM LOAN COMMITMENT OF SUCH SERIES, AND (II) EACH NEW
TERM LOAN LENDER OF ANY SERIES SHALL BECOME A LENDER HEREUNDER WITH RESPECT TO
THE NEW TERM LOAN COMMITMENT OF SUCH SERIES AND THE NEW TERM LOANS OF SUCH
SERIES MADE PURSUANT THERETO. THE ADMINISTRATIVE AGENT SHALL NOTIFY LENDERS
PROMPTLY UPON RECEIPT OF THE BORROWER'S NOTICE OF EACH INCREASED AMOUNT DATE AND
IN RESPECT THEREOF THE SERIES OF NEW TERM LOAN COMMITMENTS AND THE NEW TERM LOAN
LENDERS OF SUCH SERIES. THE TERMS AND PROVISIONS
47
OF THE NEW TERM LOANS AND NEW TERM LOAN COMMITMENTS OF ANY SERIES SHALL BE,
EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE JOINDER AGREEMENT, IDENTICAL TO
THE LOANS. IN ANY EVENT (A) THE WEIGHTED AVERAGE LIFE TO MATURITY OF ALL NEW
TERM LOANS OF ANY SERIES SHALL BE NO SHORTER THAN THE WEIGHTED AVERAGE LIFE TO
MATURITY OF THE LOANS, (B) THE APPLICABLE NEW TERM LOAN MATURITY DATE OF EACH
SERIES SHALL BE NO EARLIER THAN THE MATURITY DATE OF THE ORIGINAL LOANS, AND (C)
THE RATE OF INTEREST APPLICABLE TO THE NEW TERM LOANS OF EACH SERIES SHALL BE
DETERMINED BY THE BORROWER AND THE APPLICABLE NEW LENDERS AND SHALL BE SET FORTH
IN EACH APPLICABLE JOINDER AGREEMENT; PROVIDED, HOWEVER THAT THE INTEREST RATE
APPLICABLE TO THE NEW TERM LOANS SHALL NOT BE GREATER THAN THE HIGHEST INTEREST
RATE THAT MAY, UNDER ANY CIRCUMSTANCES, BE PAYABLE WITH RESPECT TO LOANS PLUS
0.25% PER ANNUM UNLESS THE INTEREST RATE WITH RESPECT TO THE LOANS IS INCREASED
SO AS TO EQUAL THE INTEREST RATE APPLICABLE TO THE NEW TERM LOANS. EACH JOINDER
AGREEMENT MAY, WITHOUT THE CONSENT OF ANY OTHER LENDERS (OTHER THAN THE NEW
LENDERS PROVIDING A NEW TERM LOAN COMMITMENT PURSUANT THERETO), EFFECT SUCH
AMENDMENTS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS MAY BE NECESSARY OR
APPROPRIATE, IN THE OPINION OF THE