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(F)
TERMS OF INCREMENTAL TERM BORROWINGS. ALL
ADVANCES MADE AS PART OF ANY INCREMENTAL TERM LOAN BORROWING (I) SHALL RANK PARI
PASSU IN RIGHT OF PAYMENT AND OF SECURITY WITH, AND SHALL HAVE THE SAME
GUARANTEES AS, THE SENIOR FACILITY, (II) SHALL NOT MATURE EARLIER THAN THE
SEVENTH ANNIVERSARY OF THE CLOSING DATE AND SHALL HAVE A LIFE TO MATURITY THAT
IS NO SHORTER THAN THE LIFE TO MATURITY OF THE SENIOR FACILITY, (III) SHALL BE
TREATED SUBSTANTIALLY THE SAME AS THE SENIOR FACILITY (INCLUDING WITH RESPECT TO
MANDATORY AND VOLUNTARY PREPAYMENTS) AND ALL OTHER TERMS AND DOCUMENTATION IN
RESPECT THEREOF, TO THE EXTENT INCONSISTENT WITH THE SENIOR FACILITY, SHALL NOT
BE MORE ONEROUS THAN THE SENIOR FACILITY AND SHALL BE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT, AND (III) IN THE EVENT THE APPLICABLE MARGIN ON TERM
LOAN ADVANCE PURSUANT TO ANY INCREMENTAL TERM LOAN BORROWING AT ANY TIME EXCEEDS
THE APPLICABLE MARGIN HEREUNDER, THE APPLICABLE MARGIN HEREUNDER SHALL BE
AUTOMATICALLY INCREASED SO THAT NO SUCH EXCESS EXISTS.
SECTION 2.17.
Relationship Among the Borrowers.
(A)
ADMINISTRATIVE BORROWER.
BMCA ACQUISITION
AND BMCA ACQUISITION SUB HEREBY APPOINT BMCA, AND BMCA SHALL ACT UNDER THIS
AGREEMENT, AS THE AGENT, ATTORNEY-IN-FACT AND LEGAL REPRESENTATIVE OF BMCA
ACQUISITION AND BMCA ACQUISITION SUB FOR ALL PURPOSES, INCLUDING REQUESTING TERM
LOAN ADVANCES, ISSUING NOTICES OF BORROWING OR TAKING ANY OTHER ACTION UNDER ANY
LOAN DOCUMENT AND RECEIVING ACCOUNT STATEMENTS AND OTHER NOTICES AND
COMMUNICATIONS TO THE BORROWERS (OR ANY OF THEM) FROM ANY AGENT OR ANY LENDER.
ANY AGENT AND THE LENDERS MAY RELY, AND SHALL BE FULLY PROTECTED IN RELYING, ON
ANY NOTICE OF BORROWING, DISBURSEMENT INSTRUCTION, REPORT, INFORMATION OR ANY
OTHER NOTICE OR COMMUNICATION MADE OR GIVEN BY BMCA, WHETHER IN ITS OWN NAME, AS
BORROWERS' AGENT, ON BEHALF OF BMCA ACQUISITION AND BMCA ACQUISITION SUB OR ON
BEHALF OF THE BORROWERS, AND NEITHER ANY AGENT NOR ANY LENDER SHALL HAVE ANY
OBLIGATION TO MAKE ANY INQUIRY OR REQUEST ANY CONFIRMATION FROM OR ON BEHALF OF
ANY OTHER BORROWER AS TO THE BINDING EFFECT ON IT OF ANY SUCH NOTICE, REQUEST,
INSTRUCTION, REPORT, INFORMATION, OTHER NOTICE OR COMMUNICATIONS, NOR SHALL THE
JOINT AND SEVERAL CHARACTER OF THE BORROWERS' OBLIGATIONS HEREUNDER BE AFFECTED.
(B)
JOINT AND SEVERAL OBLIGATIONS.
THE
OBLIGATIONS OF THE BORROWERS PURSUANT TO THE LOAN DOCUMENTS SHALL BE JOINT AND
SEVERAL AS PROVIDED IN THE GUARANTY.
THE BORROWERS SHALL BE JOINTLY AND
SEVERALLY LIABLE FOR THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND
COVENANTS REQUIRED BY THIS AGREEMENT TO BE PERFORMED BY ANY OF THEM, INCLUDING
BMCA ACTING AS AGENT HEREUNDER, AND EACH BORROWER SHALL BE BOUND BY ANY NOTICES
(INCLUDING NOTICES OF BORROWINGS, CONVERSIONS AND CONTINUATIONS), CONSENTS OR
OTHER ACTIONS FURNISHED OR TAKEN BY SUCH BORROWER OR ANY OTHER BORROWER
HEREUNDER.
(C)
RESIGNATION.
BMCA MAY RESIGN FROM ACTING
AS THE AGENT FOR THE OTHER BORROWERS PURSUANT TO THIS SECTION 2.17 AT ANY TIME
BY NOTIFYING THE ADMINISTRATIVE AGENT, PROVIDED THAT SUCH RESIGNATION SHALL NOT
BECOME EFFECTIVE UNTIL THE EARLIER OF (I)