INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT AND SUCH
OTHER DOCUMENTATION AS THE ADMINISTRATIVE AGENT SHALL REASONABLY SPECIFY TO
EVIDENCE THE INCREMENTAL TERM LOAN COMMITMENT OF SUCH INCREMENTAL TERM LENDER.
EACH INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT SHALL SPECIFY THE TERMS OF THE
INCREMENTAL TERM LOANS TO BE MADE THEREUNDER; PROVIDED THAT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE REQUIRED LENDERS, (I) THE INTEREST RATE SPREADS IN
RESPECT OF ANY OTHER TERM LOANS SHALL NOT EXCEED BY MORE THAN 1/2 OF 1% THE
APPLICABLE PERCENTAGE FOR THE TERM LOANS, (II) THE FINAL MATURITY DATE OF ANY
OTHER TERM LOANS SHALL BE NO EARLIER THAN THE TERM LOAN MATURITY DATE AND
(III) THE AVERAGE LIFE TO MATURITY
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of any Other Term Loans shall be no shorter than the average life to maturity of
the Term Loans.
The Administrative Agent shall promptly notify each Lender as
to the effectiveness of each Incremental Term Loan Assumption Agreement.
Each
of the parties hereto hereby agrees that, upon the effectiveness of any
Incremental Term Loan Assumption Agreement, this Agreement shall be deemed
amended to the extent (but only to the extent) necessary to reflect the
existence and terms of the Incremental Term Loan Commitment evidenced thereby.
(C)
NOTWITHSTANDING THE FOREGOING, NO INCREMENTAL TERM LOAN COMMITMENT SHALL
BECOME EFFECTIVE UNDER THIS SECTION 2.25 UNLESS (I) ON THE DATE OF SUCH
EFFECTIVENESS, THE CONDITIONS SET FORTH IN PARAGRAPHS (B) AND (C) OF
SECTION 4.01 SHALL BE SATISFIED AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE TO THAT EFFECT DATED SUCH DATE AND EXECUTED BY A FINANCIAL OFFICER
OF THE BORROWER, AND (II) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (WITH
SUFFICIENT COPIES FOR EACH OF THE INCREMENTAL TERM LENDERS) LEGAL OPINIONS,
BOARD RESOLUTIONS AND AN OFFICER'S CERTIFICATE CONSISTENT WITH THOSE DELIVERED
ON THE RESTATEMENT DATE UNDER CLAUSES (A)(I), (A)(II), (C)(II)(B) AND (D)
OF
SECTION 4.02.
(D)
EACH OF THE PARTIES HERETO HEREBY AGREES THAT THE ADMINISTRATIVE AGENT MAY
TAKE ANY AND ALL ACTION AS MAY BE REASONABLY NECESSARY TO ENSURE THAT ALL
INCREMENTAL TERM LOANS (OTHER THAN OTHER TERM LOANS), WHEN ORIGINALLY MADE, ARE
INCLUDED IN EACH BORROWING OF OUTSTANDING TERM LOANS, AS THE CASE MAY BE, ON A
PRO RATA BASIS.
THIS MAY BE ACCOMPLISHED AT THE DISCRETION OF THE
ADMINISTRATIVE AGENT BY REQUIRING EACH OUTSTANDING EURODOLLAR TERM BORROWING TO
BE CONVERTED INTO AN ABR TERM BORROWING ON THE DATE OF EACH INCREMENTAL TERM
LOAN, OR BY ALLOCATING A PORTION OF EACH INCREMENTAL TERM LOAN TO EACH
OUTSTANDING EURODOLLAR TERM BORROWING ON A PRO RATA BASIS, EVEN THOUGH AS A
RESULT THEREOF SUCH INCREMENTAL TERM LOAN MAY EFFECTIVELY HAVE A SHORTER
INTEREST PERIOD THAN THE TERM LOANS INCLUDED IN THE BORROWING OF WHICH THEY ARE
A PART (AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT THAT WOULD
PROHIBIT SUCH AN INITIAL INTEREST PERIOD).
ANY CONVERSION OF EURODOLLAR TERM
LOANS TO ABR TERM LOANS REQUIRED BY THE PRECEDING SENTENCE SHALL BE SUBJECT TO
SECTION 2.16.
IF ANY INCREMENTAL TERM LOAN IS TO BE ALLOCATED TO AN EXISTING
INTEREST