FEMININE AND
NEUTER FORMS.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED
TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
THE WORD "WILL" SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD "SHALL".
IN THE
COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE,
THE WORD "FROM" MEANS "FROM AND INCLUDING" AND THE WORD "TO" MEANS "TO BUT
EXCLUDING". UNLESS THE CONTEXT REQUIRES OTHERWISE (I) ANY DEFINITION OF OR
REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE
CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS IT WAS
ORIGINALLY EXECUTED OR AS IT MAY FROM TIME TO TIME BE AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS
OR MODIFICATIONS SET FORTH HEREIN), (II) ANY REFERENCE HEREIN TO ANY PERSON
SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND PERMITTED ASSIGNS,
(III) THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT
SHALL BE CONSTRUED TO REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY
PARTICULAR PROVISION HEREOF, (IV) ALL REFERENCES TO ARTICLES, SECTIONS,
EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO ARTICLES, SECTIONS,
EXHIBITS AND SCHEDULES TO THIS AGREEMENT AND (V) ALL REFERENCES TO A SPECIFIC
TIME SHALL BE CONSTRUED TO REFER TO THE TIME IN THE CITY AND STATE OF THE
ADMINISTRATIVE AGENT'S PRINCIPAL OFFICE, UNLESS OTHERWISE INDICATED.
AMOUNT AND TERMS OF THE COMMITMENTS
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 THE LENDERS SEVERALLY AGREE (TO THE
EXTENT OF EACH LENDER'S REVOLVING COMMITMENT) TO MAKE REVOLVING LOANS TO THE
BORROWER IN ACCORDANCE WITH SECTION 2.2(A) AND TO MAKE REVOLVING LOANS TO THE
CO-BORROWER IN ACCORDANCE WITH SECTION 2.2(B), (II) THE ISSUING BANK AGREES TO
ISSUE LETTERS OF CREDIT IN ACCORDANCE WITH SECTION 2.22, (III) THE SWINGLINE
LENDER AGREES TO MAKE SWINGLINE LOANS IN ACCORDANCE WITH SECTION 2.4,
AND (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 OBLIGATIONS EXCEED AT ANY
TIME THE AGGREGATE REVOLVING
COMMITMENTS FROM TIME TO TIME IN EFFECT.
REVOLVING LOANS.
(A) SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH
LENDER SEVERALLY AGREES TO MAKE REVOLVING LOANS TO THE BORROWER, FROM TIME TO
TIME DURING THE AVAILABILITY PERIOD, IN AN AGGREGATE PRINCIPAL AMOUNT
OUTSTANDING AT ANY TIME THAT WILL NOT RESULT IN (I) SUCH LENDER'S REVOLVING
CREDIT EXPOSURE EXCEEDING SUCH LENDER'S REVOLVING COMMITMENT, OR (II) THE SUM OF
THE AGGREGATE REVOLVING CREDIT EXPOSURES OF ALL LENDERS EXCEEDING THE AGGREGATE
REVOLVING COMMITMENTS.
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,