IN
THE APPLICABLE ADDITIONAL TERM LOAN SUPPLEMENT, EACH LENDER HAVING AN ADDITIONAL
TERM LOAN COMMITMENT RELATED THERETO SEVERALLY AGREES TO MAKE A TERM LOAN (EACH
AN
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"ADDITIONAL TERM LOAN" AND, COLLECTIVELY WITH THE ADDITIONAL TERM LOAN OF EACH
OTHER LENDER, THE "ADDITIONAL TERM LOANS") TO THE BORROWER ON THE ADDITIONAL
TERM LOAN BORROWING DATE REFERRED TO THEREIN IN A PRINCIPAL AMOUNT EQUAL TO SUCH
LENDER'S ADDITIONAL TERM LOAN COMMITMENT REFLECTED IN SUCH ADDITIONAL TERM LOAN
SUPPLEMENT.
ON AND AS OF THE CLOSING DATE NO LENDER HAS AN ADDITIONAL TERM LOAN
COMMITMENT.
(F)
TREATMENT OF ADDITIONAL TERM LOANS.
UNLESS AND TO THE EXTENT EXPRESSLY PROVIDED TO THE CONTRARY IN AN EFFECTIVE
ADDITIONAL TERM LOAN SUPPLEMENT, THE TERMS OF SECTIONS 2.7(A), (B) AND (C), AND
OF THE LAST PARAGRAPH OF THE DEFINED TERM "APPLICABLE MARGIN", IN EACH CASE
APPLICABLE TO B TERM LOANS SHALL APPLY MUTATIS MUTANDIS TO THE ADDITIONAL TERM
LOANS MADE PURSUANT TO SUCH EFFECTIVE ADDITIONAL TERM LOAN SUPPLEMENT.
SECTION 2.2.
LOANS AND BORROWINGS
(A)
EACH REVOLVING LOAN SHALL BE MADE AS PART
OF A BORROWING CONSISTING OF REVOLVING LOANS MADE BY THE APPLICABLE LENDERS
RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE REVOLVING COMMITMENTS, AND EACH A
TERM LOAN, B TERM LOAN AND ADDITIONAL TERM LOAN SHALL BE MADE AS PART OF A
BORROWING CONSISTING OF A TERM LOANS, B TERM LOANS OR ADDITIONAL TERM LOANS, AS
APPLICABLE, MADE BY THE APPLICABLE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE A
TERM COMMITMENTS, B TERM COMMITMENTS OR RELATED ADDITIONAL TERM LOAN
COMMITMENTS, AS APPLICABLE.
THE FAILURE OF ANY APPLICABLE LENDER TO MAKE ANY
LOAN REQUIRED TO BE MADE BY IT SHALL NOT RELIEVE ANY OTHER LENDER OF ITS
OBLIGATIONS HEREUNDER, PROVIDED THAT THE REVOLVING COMMITMENTS, A TERM
COMMITMENTS, B TERM COMMITMENTS AND ADDITIONAL TERM LOAN COMMITMENTS OF THE
APPLICABLE LENDERS ARE SEVERAL, AND NO LENDER SHALL BE RESPONSIBLE FOR ANY OTHER
LENDER'S FAILURE TO MAKE LOANS AS REQUIRED.
(B)
SUBJECT TO SECTION 3.4, EACH BORROWING SHALL
BE COMPRISED ENTIRELY OF (I) REVOLVING LOANS, A TERM LOANS, B TERM LOANS,
ADDITIONAL TERM LOANS OR SWINGLINE LOANS, AS APPLICABLE, AND (II) ABR LOANS OR
EURODOLLAR LOANS, AS APPLICABLE, IN EACH CASE AS THE BORROWER MAY REQUEST IN
ACCORDANCE HEREWITH; PROVIDED THAT EACH SWINGLINE LOAN SHALL BE AN ABR LOAN OR A
LOAN THAT ACCRUES INTEREST AT THE NEGOTIATED RATE.
EACH APPLICABLE LENDER AT
ITS OPTION MAY MAKE ANY EURODOLLAR LOAN BY CAUSING ANY DOMESTIC OR FOREIGN
BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH LOAN, PROVIDED THAT ANY EXERCISE
OF SUCH OPTION SHALL NOT (I) AFFECT THE OBLIGATION OF THE BORROWER TO REPAY SUCH
LOAN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR (II) INCREASE ANY COST OR
EXPENSE TO THE BORROWER OR IMPOSE ANY ADDITIONAL WITHHOLDING REQUIREMENT ON THE
BORROWER.
(C)
AT THE COMMENCEMENT OF EACH INTEREST PERIOD
FOR ANY EURODOLLAR BORROWING, SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT
THAT IS AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN $5,000,000.
AT THE
TIME THAT EACH ABR BORROWING IS