OFFICE, UNLESS OTHERWISE INDICATED.
ALL ACTIONS REQUIRED TO
BE UNDERTAKEN BY THE BORROWER UNDER THE LOAN DOCUMENTS SHALL BE UNDERTAKEN BY
THE BORROWER THROUGH THE GENERAL PARTNER.
ARTICLE II
AMOUNT AND TERMS OF THE COMMITMENTS
SECTION 2.1.
GENERAL DESCRIPTION OF FACILITIES.
SUBJECT TO
AND UPON THE TERMS AND CONDITIONS HEREIN SET FORTH, (I) THE LENDERS HEREBY
ESTABLISH IN FAVOR OF THE BORROWER A REVOLVING CREDIT FACILITY PURSUANT TO WHICH
EACH LENDER SEVERALLY AGREES (TO THE EXTENT OF SUCH LENDER'S REVOLVING
COMMITMENT) TO MAKE REVOLVING LOANS TO THE BORROWER IN ACCORDANCE WITH SECTION
2.2, (II) THE ISSUING BANK AGREES TO ISSUE LETTERS OF CREDIT IN ACCORDANCE WITH
SECTION2.22, (III) THE SWINGLINE LENDER AGREES TO MAKE SWINGLINE LOANS IN
ACCORDANCE WITH SECTION 2.4, (IV) EACH LENDER AGREES TO PURCHASE A PARTICIPATION
INTEREST IN THE LETTERS OF CREDIT AND THE SWINGLINE LOANS PURSUANT TO THE TERMS
AND CONDITIONS HEREOF; PROVIDED, THAT IN NO EVENT SHALL THE AGGREGATE PRINCIPAL
AMOUNT OF ALL OUTSTANDING REVOLVING LOANS, SWINGLINE LOANS AND OUTSTANDING LC
EXPOSURE EXCEED AT ANY TIME THE AGGREGATE REVOLVING COMMITMENT AMOUNT FROM TIME
TO TIME IN EFFECT; AND (V) EACH LENDER SEVERALLY AGREES TO MAKE A TERM LOAN TO
THE BORROWER IN A PRINCIPAL AMOUNT NOT EXCEEDING SUCH LENDER'S TERM LOAN
COMMITMENT ON THE CLOSING DATE.
SECTION 2.2.
REVOLVING LOANS.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE REVOLVING
LOANS, RATABLY IN PROPORTION TO ITS PRO RATA SHARE, TO THE BORROWER, FROM TIME
TO TIME DURING THEAVAILABILITY PERIOD, IN AN AGGREGATE PRINCIPAL AMOUNT
OUTSTANDING AT ANY TIME THAT WILL NOT RESULT IN (A) SUCH LENDER'S REVOLVING
CREDIT EXPOSURE EXCEEDING SUCH LENDER'S REVOLVING COMMITMENT OR (B) THE
AGGREGATE REVOLVING CREDIT EXPOSURES OF ALL LENDERS EXCEEDING THE AGGREGATE
REVOLVING COMMITMENT AMOUNT.
DURING THE AVAILABILITY PERIOD, THE BORROWER SHALL
BE ENTITLED TO BORROW, PREPAY AND REBORROW REVOLVING LOANS IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THIS AGREEMENT; PROVIDED, THAT THE BORROWER MAY NOT
BORROW OR REBORROW SHOULD THERE EXIST A DEFAULT OR EVENT OF DEFAULT OR ANY OF
THE OTHER CONDITIONS IN SECTION 3.2 SHALL NOT HAVE BEEN SATISFIED.
SECTION 2.3.
PROCEDURE FOR BORROWINGS.
The Borrower shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Term Loan Borrowing substantially
in the form of Exhibit 2.3(a) (a "Notice of Term Loan Borrowing") and each
Revolving Borrowing substantially in the form of Exhibit 2.3(b) (a "Notice of
Revolving Borrowing", and with the Notice of Term Loan Borrowing, each a "Notice
of Borrowing"), each such Notice of Borrowing to be delivered (x) prior to 11:00
a.m. (New York time) on the requested date of each Base Rate
25
Borrowing and (y) prior to 11:00 a.m. (New York time) three (3) Business Days
prior to the requested date of each Eurodollar Borrowing.
Each Notice of
Borrowing shall be irrevocable and shall specify: (i) the aggregate principal
amount of such Borrowing, (ii) the date of such Borrowing (which shall be a
Business Day), (iii) the Type of