LENDERS HEREBY CONSENT TO THE EXTENSION AND THE
OTHER TRANSACTIONS CONTEMPLATED BY THIS SECTION 2.19 (INCLUDING, FOR THE
AVOIDANCE OF DOUBT, PAYMENT OF ANY INTEREST OR FEES IN RESPECT OF ANY EXTENDED
U.S. FACILITY COMMITMENTS AND EXTENDED CANADIAN FACILITY COMMITMENTS ON THE SUCH
TERMS AS MAY BE SET FORTH IN THE EXTENSION OFFER) AND HEREBY WAIVE THE
REQUIREMENTS OF ANY PROVISION OF THIS CREDIT AGREEMENT (INCLUDING, WITHOUT
LIMITATION, SECTIONS 5.01, 5.02, 5.03, 13.02 OR 13.06) OR ANY OTHER LOAN
DOCUMENT THAT MAY OTHERWISE PROHIBIT THE EXTENSION OR ANY OTHER TRANSACTION
CONTEMPLATED BY THIS SECTION 2.19, PROVIDED THAT SUCH CONSENT SHALL NOT BE
DEEMED TO BE AN ACCEPTANCE OF THE EXTENSION OFFER.
104
(E)
THE LENDERS HEREBY IRREVOCABLY AUTHORIZE THE ADMINISTRATIVE AGENT
TO ENTER INTO AMENDMENTS TO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
WITH THE BORROWERS AS MAY BE NECESSARY IN ORDER ESTABLISH NEW TRANCHES OR
SUB-TRANCHES IN RESPECT OF U.S. FACILITY COMMITMENTS AND CANADIAN FACILITY
COMMITMENTS SO EXTENDED AND SUCH TECHNICAL AMENDMENTS AS MAY BE NECESSARY IN
CONNECTION WITH THE ESTABLISHMENT OF SUCH NEW TRANCHES OR SUB-TRANCHES, IN EACH
CASE ON TERMS CONSISTENT WITH THIS SECTION 2.19.
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 2.19 AND, IF THE ADMINISTRATIVE AGENT SEEKS SUCH
ADVICE OR CONCURRENCE, THE ADMINISTRATIVE AGENT SHALL BE PERMITTED TO ENTER INTO
SUCH AMENDMENTS WITH THE BORROWERS IN ACCORDANCE WITH ANY INSTRUCTIONS ACTUALLY
RECEIVED BY SUCH REQUIRED LENDERS AND SHALL ALSO BE ENTITLED TO REFRAIN FROM
ENTERING INTO SUCH AMENDMENTS WITH THE BORROWERS UNLESS AND UNTIL IT SHALL HAVE
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 AMENDMENTS ENTERED INTO WITH THE BORROWERS BY THE
ADMINISTRATIVE AGENT HEREUNDER SHALL BE BINDING AND CONCLUSIVE ON THE LENDERS.
WITHOUT LIMITING THE FOREGOING, IN CONNECTION WITH THE EXTENSION, THE RESPECTIVE
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
EXTENDED REVOLVING LOAN MATURITY DATE SO THAT SUCH MATURITY DATE IS EXTENDED TO
THE EXTENDED REVOLVING LOAN MATURITY DATE (OR SUCH LATER DATE AS MAY BE ADVISED
BY LOCAL COUNSEL TO THE ADMINISTRATIVE AGENT).
(F)
IN CONNECTION WITH THE EXTENSION, HOLDINGS SHALL PROVIDE THE
ADMINISTRATIVE AGENT AT LEAST TEN (10) 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
REASONABLY ACCEPTABLE TO, THE ADMINISTRATIVE AGENT, IN EACH CASE ACTING
REASONABLY TO ACCOMPLISH THE PURPOSES OF THIS SECTION 2.19.
SECTION 3.
Letters of Credit.
3.01.
Letters of Credit.
(a)
(A) Subject to and upon the terms and
conditions set forth herein (including, without limitation, the conditions set
forth in Section 7), a Borrower