IN RESPECT OF SWINGLINE LOANS
AND LETTERS OF CREDIT, EXCEPT THAT THE APPLICABLE EXTENSION AGREEMENT MAY
PROVIDE THAT THE APPLICABLE SWINGLINE MATURITY DATE AND/OR THE LAST DAY FOR
ISSUING LETTERS OF CREDIT MAY BE EXTENDED AND THE RELATED OBLIGATIONS TO MAKE
SWINGLINE LOANS AND ISSUE LETTERS OF CREDIT MAY BE CONTINUED SO LONG AS THE
APPLICABLE SWINGLINE LENDER AND/OR THE APPLICABLE LETTER OF CREDIT ISSUER, AS
APPLICABLE, HAVE CONSENTED TO SUCH EXTENSIONS (IT BEING UNDERSTOOD THAT NO
CONSENT OF ANY OTHER LENDER SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH
EXTENSION).
(C)
EXTENDED LOANS/COMMITMENTS SHALL BE ESTABLISHED PURSUANT TO AN
AMENDMENT (AN "EXTENSION AGREEMENT") TO THIS AGREEMENT (WHICH, EXCEPT TO THE
EXTENT EXPRESSLY CONTEMPLATED BY THE PENULTIMATE SENTENCE OF THIS
SECTION 2.15(C) AND NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN
SECTION 13.1, SHALL NOT REQUIRE THE CONSENT OF ANY LENDER OTHER THAN THE
EXTENDING LENDERS WITH RESPECT TO THE EXTENDED LOANS/COMMITMENTS ESTABLISHED
THEREBY) EXECUTED BY THE CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE
EXTENDING LENDERS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
SECTION 2.15 AND WITHOUT LIMITING THE GENERALITY OR APPLICABILITY OF
SECTION 13.1 TO ANY SECTION 2.15 ADDITIONAL AGREEMENTS, ANY EXTENSION AGREEMENT
MAY PROVIDE FOR ADDITIONAL TERMS AND/OR ADDITIONAL AMENDMENTS OTHER THAN THOSE
REFERRED TO OR CONTEMPLATED ABOVE (ANY SUCH ADDITIONAL AMENDMENT, A
"SECTION 2.15 ADDITIONAL AGREEMENT") TO THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS; PROVIDED THAT SUCH SECTION 2.15 ADDITIONAL AGREEMENTS DO NOT BECOME
EFFECTIVE PRIOR TO THE TIME THAT SUCH SECTION 2.15 ADDITIONAL AGREEMENTS HAVE
BEEN CONSENTED TO (INCLUDING, WITHOUT LIMITATION, PURSUANT TO (1) CONSENTS
APPLICABLE TO HOLDERS OF INCREMENTAL TERM LOANS, ADDITIONAL/REPLACEMENT
REVOLVING CREDIT COMMITMENTS AND INCREMENTAL REVOLVING CREDIT COMMITMENT
INCREASES PROVIDED FOR IN ANY INCREMENTAL AGREEMENT AND (2) CONSENTS APPLICABLE
TO HOLDERS OF ANY EXTENDED LOANS/COMMITMENTS PROVIDED FOR IN ANY EXTENSION
AGREEMENT) BY SUCH OF THE LENDERS, CREDIT PARTIES AND OTHER PARTIES (IF ANY) AS
MAY BE REQUIRED IN ORDER FOR SUCH SECTION 2.15 ADDITIONAL AGREEMENTS TO BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 13.1.
IT IS UNDERSTOOD AND AGREED THAT
EACH LENDER THAT HAS CONSENTED TO THIS AGREEMENT HAS CONSENTED AND SHALL AT THE
EFFECTIVE TIME THEREOF BE DEEMED TO CONSENT TO EACH AMENDMENT IN THIS AGREEMENT
AND THE OTHER CREDIT DOCUMENTS AUTHORIZED BY THIS SECTION 2.15 AND THE
ARRANGEMENTS DESCRIBED ABOVE IN CONNECTION
59
THEREWITH EXCEPT THAT THE FOREGOING SHALL NOT CONSTITUTE A CONSENT ON BEHALF OF
ANY LENDER TO THE TERMS OF ANY SECTION 2.15 ADDITIONAL AGREEMENT.
IN CONNECTION
WITH ANY EXTENSION AGREEMENT, THE BORROWER SHALL DELIVER AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT (I) AS TO THE ENFORCEABILITY
OF SUCH EXTENSION AGREEMENT, THE CREDIT AGREEMENT AS AMENDED THEREBY, AND SUCH
OF THE OTHER CREDIT DOCUMENTS (IF ANY) AS MAY BE AMENDED THEREBY (IN THE CASE OF
SUCH OTHER CREDIT DOCUMENTS AS CONTEMPLATED BY THE IMMEDIATELY PRECEDING
SENTENCE), (II) TO THE EFFECT THAT SUCH EXTENSION AGREEMENT, INCLUDING WITHOUT
LIMITATION, THE EXTENDED LOANS/COMMITMENTS PROVIDED FOR THEREIN, DOES NOT
CONFLICT WITH OR VIOLATE THE TERMS AND PROVISIONS OF SECTION 13.1