MADE PURSUANT TO AND IN
ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 2.25, INCLUDING TO ANY PAYMENT OF
INTEREST OR FEES IN RESPECT OF ANY TERM LOANS OR OTHER TERM LOANS THAT HAVE BEEN
EXTENDED PURSUANT TO AN EXTENSION AT A RATE OR RATES DIFFERENT FROM THOSE PAID
OR PAYABLE IN RESPECT OF LOANS OF ANY OTHER CLASS, IN EACH CASE AS IS SET FORTH
IN THE RELEVANT EXTENSION OFFER.
(E)
THE LENDERS HEREBY IRREVOCABLY AUTHORIZE THE ADMINISTRATIVE AGENT TO ENTER
INTO AMENDMENTS (COLLECTIVELY, "EXTENSION AMENDMENTS") TO THIS CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS AS MAY BE NECESSARY IN ORDER ESTABLISH NEW CLASSES
OF TERM LOANS OR OTHER TERM LOANS CREATED PURSUANT TO AN EXTENSION, IN EACH CASE
ON TERMS CONSISTENT WITH THIS SECTION 2.25. NOTWITHSTANDING THE FOREGOING, THE
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO SEEK THE
ADVICE OR CONCURRENCE OF THE REQUIRED LENDERS WITH RESPECT TO ANY MATTER
CONTEMPLATED BY THIS SECTION 2.25 AND, IF THE ADMINISTRATIVE AGENT SEEKS SUCH
ADVICE OR CONCURRENCE, THE ADMINISTRATIVE AGENT SHALL BE PERMITTED TO ENTER INTO
SUCH AMENDMENTS WITH THE BORROWER IN ACCORDANCE WITH ANY INSTRUCTIONS RECEIVED
FROM SUCH REQUIRED LENDERS AND SHALL ALSO BE ENTITLED TO REFRAIN FROM ENTERING
INTO SUCH AMENDMENTS WITH THE BORROWER UNLESS AND UNTIL IT SHALL HAVE
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RECEIVED SUCH ADVICE OR CONCURRENCE; PROVIDED, HOWEVER, THAT WHETHER OR NOT
THERE HAS BEEN A REQUEST BY THE ADMINISTRATIVE AGENT FOR ANY SUCH ADVICE OR
CONCURRENCE, ALL SUCH EXTENSION AMENDMENTS ENTERED INTO WITH THE BORROWER BY THE
ADMINISTRATIVE AGENT HEREUNDER SHALL BE BINDING ON THE LENDERS. WITHOUT LIMITING
THE FOREGOING, IN CONNECTION WITH ANY EXTENSIONS, THE APPROPRIATE LOAN PARTIES
SHALL (AT THEIR EXPENSE) AMEND (AND THE ADMINISTRATIVE AGENT IS HEREBY DIRECTED
TO AMEND) ANY MORTGAGE THAT HAS A MATURITY DATE PRIOR TO THE LATEST EXTENDED
MATURITY DATE SO THAT SUCH MATURITY DATE IS EXTENDED TO THE THEN LATEST EXTENDED
MATURITY DATE (OR SUCH LATER DATE AS MAY BE ADVISED BY LOCAL COUNSEL TO THE
ADMINISTRATIVE AGENT).
(F)
IN CONNECTION WITH ANY EXTENSION, THE BORROWER SHALL PROVIDE THE
ADMINISTRATIVE AGENT AT LEAST TEN BUSINESS DAYS' (OR SUCH SHORTER PERIOD AS MAY
BE AGREED BY THE ADMINISTRATIVE AGENT) PRIOR WRITTEN NOTICE THEREOF, AND SHALL
AGREE TO SUCH PROCEDURES, IF ANY, AS MAY BE REASONABLY ESTABLISHED BY, OR
ACCEPTABLE TO, THE ADMINISTRATIVE AGENT TO ACCOMPLISH THE PURPOSES OF THIS
SECTION 2.25
SECTION 2.26. TERM LOAN REFINANCING PROTECTION.
IN THE EVENT THAT, PRIOR TO THE
SECOND ANNIVERSARY OF THE FUNDING DATE, ANY LENDER RECEIVES A REFINANCING
PREPAYMENT (AS DEFINED BELOW), THEN, AT THE TIME THEREOF, THE BORROWER SHALL PAY
TO SUCH LENDER A PREPAYMENT PREMIUM EQUAL TO 1.0% OF THE AMOUNT OF SUCH
REFINANCING PREPAYMENT.
AS USED HEREIN, WITH RESPECT TO ANY LENDER, A
"REFINANCING PREPAYMENT" IS THE AMOUNT OF PRINCIPAL OF THE TERM LOANS OF SUCH
LENDER THAT IS EITHER (A) PREPAID BY THE BORROWER PURSUANT TO SECTION 2.12 OR
SECTION 2.13(C) (AS A RESULT OF THE ISSUANCE OF PERMITTED NOTES) SUBSTANTIALLY
CONCURRENTLY WITH THE INCURRENCE