UNDER GAAP, (II) THE WORDS "INCLUDE",
"INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT
LIMITATION", (III) THE WORD "INCUR" SHALL BE CONSTRUED TO MEAN INCUR, CREATE,
ISSUE, ASSUME, BECOME LIABLE IN RESPECT OF OR SUFFER TO EXIST (AND THE WORDS
"INCURRED" AND "INCURRENCE" SHALL HAVE CORRELATIVE MEANINGS), (IV) THE WORDS
"ASSET" AND "PROPERTY" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT
AND TO REFER TO ANY AND ALL TANGIBLE AND INTANGIBLE ASSETS AND PROPERTIES,
INCLUDING CASH, CAPITAL STOCK, SECURITIES, REVENUES, ACCOUNTS, LEASEHOLD
INTERESTS AND CONTRACT RIGHTS, AND (V) REFERENCES TO AGREEMENTS OR OTHER
CONTRACTUAL OBLIGATIONS SHALL, UNLESS OTHERWISE SPECIFIED, BE DEEMED TO REFER TO
SUCH AGREEMENTS OR CONTRACTUAL OBLIGATIONS AS AMENDED, SUPPLEMENTED, RESTATED OR
OTHERWISE MODIFIED FROM TIME TO TIME (SUBJECT TO ANY APPLICABLE RESTRICTIONS
HEREUNDER).
(C)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(E)
THE EXPRESSIONS, "PAYMENT IN FULL," "PAID IN FULL" AND ANY OTHER
SIMILAR TERMS OR PHRASES WHEN USED HEREIN WITH RESPECT TO THE OBLIGATIONS SHALL
MEAN THE PAYMENT IN FULL, IN IMMEDIATELY AVAILABLE FUNDS, OF ALL THE
OBLIGATIONS.
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(F)
THIS AGREEMENT RESTATES AND REPLACES, IN ITS ENTIRETY, THE
ORIGINAL CREDIT AGREEMENT; ANY REFERENCE IN ANY OF THE OTHER LOAN DOCUMENTS TO
THE ORIGINAL CREDIT AGREEMENT (HOWSOEVER DEFINED) SHALL MEAN THIS AGREEMENT.
SECTION 2.
AMOUNT AND TERMS OF TERM LOANS AND TERM COMMITMENTS
2.1.
Term Commitments.
(a) The parties hereto acknowledge and agree
that the Existing Term Loans (i) have been made prior to the date hereof and
(ii) shall either remain outstanding as set forth in this Section 2.1(a) or
shall be converted into new Tranche B-2 Term Loans as set forth in
Section 2.1(b).
Each Non-Extending Term Lender acknowledges and agrees that its
Existing Term Loans shall hereafter be referred to as "Tranche B-1 Term Loans",
and on and after the Restatement Date shall have all of the rights and benefits
of Tranche B-1 Term Loans as set forth in this Agreement and the other Loan
Documents.
(B)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF AND OF THE AMENDMENT
AGREEMENT, EACH EXTENDING TERM LENDER AND EACH ADDITIONAL TERM LENDER SEVERALLY
AGREES, PURSUANT TO THE AMENDMENT AGREEMENT, TO MAKE A TRANCHE B-2 TERM LOAN ON
THE RESTATEMENT DATE TO THE BORROWER IN DOLLARS, WHICH TRANCHE B-2 TERM LOANS
SHALL NOT EXCEED FOR ANY SUCH LENDER THE TRANCHE B-2 TERM COMMITMENT OF SUCH
LENDER AS OF THE RESTATEMENT DATE.
THE BORROWER MAY MAKE ONLY ONE BORROWING
UNDER THE TRANCHE B-2 TERM COMMITMENT, WHICH SHALL BE ON THE RESTATEMENT DATE.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF AND OF THE AMENDMENT AGREEMENT, EACH
EXTENDING TERM LENDER AGREES THAT