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 REFERENCES ARE TO SECTIONS OF THIS AGREEMENT UNLESS OTHERWISE
SPECIFIED.
THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO
BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
(B)
UNLESS OTHERWISE INDICATED, ANY REFERENCE TO ANY
AGREEMENT OR INSTRUMENT WILL BE DEEMED TO INCLUDE A REFERENCE TO THAT AGREEMENT
OR INSTRUMENT AS ASSIGNED, AMENDED, SUPPLEMENTED, AMENDED AND RESTATED, OR
OTHERWISE MODIFIED AND IN EFFECT FROM TIME TO TIME OR REPLACED IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT (IF APPLICABLE).
SECTION 2.
AMOUNT AND TERMS OF CREDIT FACILITIES
2.1
Loans.
(a)
Subject to and upon terms and conditions herein set
forth including Section 2.4(d), each Tranche D Term Lender severally agrees to
make a loan or loans (each, a "Tranche D Term Loan") to the Borrower, which
Tranche D Term Loans (i) shall not exceed, for any such Lender, the Tranche D
Term Loan Commitment of such Tranche D Term Lender, (ii) shall not exceed, in
the aggregate, the Total Tranche D Term Loan Commitment, (iii) shall be made on
the Effective Date, (iv) may at the option of the Borrower be incurred and
maintained as, and/or converted into, ABR Loans or Eurodollar Tranche D Term
Loans; provided, that all such Tranche D Term Loans made by each of the Tranche
D Term Lenders pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, consist entirely of Tranche D Term Loans of the
same Type and (v) may be repaid or prepaid in
40
ACCORDANCE WITH THE PROVISIONS HEREOF, BUT ONCE REPAID OR PREPAID MAY NOT BE
REBORROWED.
ON THE TRANCHE D TERM LOAN MATURITY DATE, ALL OUTSTANDING TRANCHE D
TERM LOANS SHALL BE REPAID IN FULL.
(B)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS HEREIN SET FORTH
INCLUDING SECTION 2.4(D), EACH LENDER HAVING A REVOLVING CREDIT COMMITMENT
SEVERALLY AGREES TO MAKE A LOAN OR LOANS (EACH, A "REVOLVING CREDIT LOAN") TO
THE BORROWER, WHICH REVOLVING CREDIT LOANS (I) SHALL NOT EXCEED, FOR ANY SUCH
LENDER, THE REVOLVING CREDIT COMMITMENT OF SUCH LENDER, (II) SHALL NOT, AFTER
GIVING EFFECT THERETO AND TO THE APPLICATION OF THE PROCEEDS THEREOF, RESULT IN
SUCH LENDER'S REVOLVING CREDIT EXPOSURE AT SUCH TIME EXCEEDING SUCH LENDER'S
REVOLVING CREDIT COMMITMENT AT SUCH TIME, (III) SHALL NOT, AFTER GIVING EFFECT
THERETO AND TO THE APPLICATION OF THE PROCEEDS THEREOF, AT ANY TIME RESULT IN
THE AGGREGATE AMOUNT OF ALL LENDERS' REVOLVING CREDIT EXPOSURES PLUS THE
AGGREGATE PRINCIPAL AMOUNT OUTSTANDING OF ALL SWINGLINE LOANS AT SUCH TIME
EXCEEDING THE TOTAL REVOLVING CREDIT COMMITMENT THEN IN EFFECT, (IV) SHALL BE
MADE AT ANY TIME AND FROM TIME TO TIME AFTER THE CLOSING DATE AND PRIOR TO THE
REVOLVING CREDIT MATURITY DATE, (V) MAY AT THE OPTION OF THE BORROWER BE
INCURRED AND MAINTAINED AS, AND/OR CONVERTED INTO, ABR LOANS OR EURODOLLAR
REVOLVING CREDIT LOANS, PROVIDED THAT ALL REVOLVING