USED SOLELY FOR (I) CONSOLIDATED CAPITAL EXPENDITURES OTHERWISE PERMITTED
HEREUNDER; (II) REPAYMENT OF SECURED INDEBTEDNESS OF THE BORROWER; AND (III) TO
FINANCE ACQUISITIONS PERMITTED BY SECTION 8.3(B) HEREOF.
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(B) In the event that the Borrower desires to incur Additional Term Loans, the
Borrower will enter into an amendment with the lenders (who shall by execution
thereof become Lenders hereunder if not theretofore Lenders) to provide for such
Additional Term Loans, which amendment shall set forth any terms and conditions
of the Additional Term Loans not covered by this Agreement as agreed by the
Borrower and such Lenders, and shall provide for the issuance of promissory
notes to evidence the Additional Term Loans if requested by the lenders
advancing Additional Term Loans (which notes shall constitute Term Notes for
purposes of this Agreement), with such amendment to be in form and substance
reasonably acceptable to Administrative Agent and consistent with the terms of
this Section 2.1(a)(ii) and of the other provisions of this Agreement.
No
consent of any Lender (other than any Lender making Additional Term Loans) is
required to permit the Loans contemplated by this Section 2.1(a)(ii) or the
aforesaid amendment to effectuate the Additional Term Loans.
This section shall
supercede any provisions contained in this Agreement, including, without
limitation, Section 12.1, to the contrary.
(B)
REVOLVING LOANS.
EACH REVOLVING LENDER,
SEVERALLY AND FOR ITSELF ALONE, HEREBY AGREES, ON THE TERMS AND SUBJECT TO THE
CONDITIONS HEREINAFTER SET FORTH AND IN RELIANCE UPON THE REPRESENTATIONS AND
WARRANTIES SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS, TO MAKE LOANS TO
THE BORROWER DENOMINATED IN DOLLARS OR AN ALTERNATIVE CURRENCY ON A REVOLVING
BASIS FROM TIME TO TIME DURING THE COMMITMENT PERIOD, IN AN AMOUNT THAT WILL NOT
(I) EXCEED ITS PRO RATA SHARE OF THE TOTAL AVAILABLE REVOLVING COMMITMENT (EACH
SUCH LOAN BY ANY LENDER, A "REVOLVING LOAN" AND COLLECTIVELY, THE "REVOLVING
LOANS") OR (II) CAUSE THE ASSIGNED DOLLAR VALUE OF REVOLVING LOANS, SWING LINE
LOANS AND LC OBLIGATIONS DENOMINATED IN AN ALTERNATIVE CURRENCY TO EXCEED
$150,000,000.
ALL REVOLVING LOANS COMPRISING THE SAME BORROWING HEREUNDER SHALL
BE MADE BY THE REVOLVING LENDERS SIMULTANEOUSLY AND IN PROPORTION TO THEIR
RESPECTIVE REVOLVING COMMITMENTS.
PRIOR TO THE REVOLVER TERMINATION DATE,
REVOLVING LOANS MAY BE REPAID AND REBORROWED BY THE BORROWER IN ACCORDANCE WITH
THE PROVISIONS HEREOF AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN
SECTION 3.6, ALL REVOLVING LOANS COMPRISING THE SAME BORROWING SHALL AT ALL
TIMES BE OF THE SAME TYPE.
(C)
SWING LINE LOANS
(I)
SWING LINE COMMITMENT.
SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THE SWING LINE LENDER IN ITS INDIVIDUAL CAPACITY
AGREES TO MAKE SWING LINE LOANS IN DOLLARS, EUROS OR STERLING (OR, AT THE OPTION
OF THE SWING LINE LENDER, ANY OTHER ALTERNATIVE CURRENCY) ("SWING LINE LOANS")
TO THE BORROWER ON ANY BUSINESS DAY FROM TIME TO TIME DURING THE COMMITMENT
PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING NOT TO
EXCEED THE DOLLAR EQUIVALENT OF FIFTY MILLION DOLLARS ($50,000,000); PROVIDED,
HOWEVER, THAT IN