WOULD RESULT FROM THE BORROWINGS TO BE MADE ON THE INCREASE
EFFECTIVE DATE; AND
(III)
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.
(C)
TERMS OF NEW LOANS.
THE TERMS AND
PROVISIONS OF TERM LOANS MADE PURSUANT TO THE INCREMENTAL TERM LOAN COMMITMENTS
("INCREMENTAL TERM LOANS")SHALL BE AS FOLLOWS:
37
(I)
INCREMENTAL TERM LOANS SHALL BE, EXCEPT
AS OTHERWISE SET FORTH HEREIN OR IN THE INCREASE JOINDER, IDENTICAL TO THE TERM
LOANS;
(II)
THE WEIGHTED AVERAGE LIFE TO MATURITY OF
ALL INCREMENTAL TERM LOANS SHALL BE NO SHORTER THAN THE WEIGHTED AVERAGE LIFE TO
MATURITY OF THE REVOLVING LOANS AND THE EXISTING TERM LOANS;
(III)
THE MATURITY DATE OF INCREMENTAL TERM LOANS
(THE "INCREMENTAL TERM LOAN MATURITY DATE") SHALL NOT BE EARLIER THAN THE TERM
LOAN MATURITY DATE;
(IV)
THE INTEREST MARGINS FOR THE INCREMENTAL TERM
LOANS SHALL BE DETERMINED BY BORROWER AND THE APPLICABLE NEW LENDERS; PROVIDED,
HOWEVER, THAT THE INTEREST MARGINS FOR THE INCREMENTAL TERM LOANS SHALL NOT BE
GREATER THAN THE HIGHEST INTEREST MARGINS THAT MAY, UNDER ANY CIRCUMSTANCES, BE
PAYABLE WITH RESPECT TO THE TERM LOANS PLUS 50 BASIS POINTS (AND THE INTEREST
MARGINS APPLICABLE TO THE TERM LOANS SHALL BE INCREASED TO THE EXTENT NECESSARY
TO ACHIEVE THE FOREGOING).
The Incremental Term Loan Commitments shall be effected by a joinder agreement
(the "Increase Joinder") executed by the Borrower, the Administrative Agent and
each Lender making such increased or new Commitment, in form and substance
satisfactory to each of them.
The Increase Joinder may, without the consent of
any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of this Section 2.20.
In
addition, unless otherwise specifically provided herein, all references in Loan
Documents to Term Loans shall be deemed, unless the context otherwise requires,
to include references to Incremental Term Loans made pursuant to this Agreement.
(D)
MAKING OF NEW TERM LOANS.
ON ANY INCREASE
EFFECTIVE DATE ON WHICH THE INCREMENTAL TERM LOAN COMMITMENTS ARE EFFECTIVE,
SUBJECT TO THE SATISFACTION OF THE FOREGOING TERMS AND CONDITIONS, EACH LENDER
HOLDING AN INCREMENTAL TERM LOAN COMMITMENT SHALL MAKE A TERM LOAN TO BORROWER
IN AN AMOUNT EQUAL TO ITS INCREMENTAL TERM LOAN COMMITMENT.
(E)
EQUAL AND RATABLE BENEFIT.
THE LOANS AND
COMMITMENTS ESTABLISHED PURSUANT TO THIS PARAGRAPH SHALL CONSTITUTE LOANS AND
COMMITMENTS UNDER, AND SHALL BE ENTITLED TO ALL THE BENEFITS AFFORDED BY, THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND SHALL, WITHOUT LIMITING THE
FOREGOING, BENEFIT EQUALLY AND RATABLY FROM THE GUARANTEES AND SECURITY
INTERESTS CREATED BY THE SECURITY DOCUMENTS.
THE LOAN PARTIES SHALL TAKE ANY
ACTIONS REASONABLY REQUIRED BY THE ADMINISTRATIVE AGENT TO ENSURE AND/OR
DEMONSTRATE THAT THE LIEN AND SECURITY INTERESTS GRANTED BY THE SECURITY
DOCUMENTS CONTINUE TO BE PERFECTED UNDER THE UCC OR OTHERWISE AFTER GIVING
EFFECT TO THE ESTABLISHMENT OF ANY