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.
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 SECTION 2.21, (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
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OUTSTANDING LC EXPOSURE EXCEED AT ANY TIME THE AGGREGATE REVOLVING COMMITMENT
AMOUNT FROM TIME TO TIME IN EFFECT.
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 THE AVAILABILITY 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 SUM OF 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.
SECTION 2.3.
PROCEDURE FOR REVOLVING BORROWINGS.
The Borrower shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Revolving Borrowing substantially
in the form of Exhibit 2.3 (a "Notice of Revolving Borrowing") (x) prior to
11:00 a.m. (New York time) on the date of the requested date of each Base Rate
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
Revolving 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 such Revolving Loan comprising such
Borrowing and (iv)