FOREGOING, INCLUDING, BUT NOT LIMITED TO, CONTRACT CLAIMS,
TORT CLAIMS, MALPRACTICE CLAIMS, STATUTORY CLAIMS AND ALL OTHER CLAIMS AT LAW OR
IN EQUITY RELATED TO THE RIGHTS AND OBLIGATIONS SOLD AND ASSIGNED PURSUANT TO
CLAUSE (I) ABOVE (THE RIGHTS AND OBLIGATIONS SOLD AND ASSIGNED PURSUANT TO
CLAUSES (I) AND (II) ABOVE BEING REFERRED TO HEREIN COLLECTIVELY AS, THE
"ASSIGNED INTEREST").
SUCH SALE AND ASSIGNMENT IS WITHOUT RECOURSE TO FLEET
AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS ASSIGNMENT AND ASSUMPTION, WITHOUT
REPRESENTATION OR WARRANTY BY FLEET.
(B)
FROM AND AFTER THE RESTATEMENT CLOSING DATE,
THE ADMINISTRATIVE AGENT SHALL MAKE ALL PAYMENTS IN RESPECT OF THE ASSIGNED
INTEREST (INCLUDING PAYMENTS OF PRINCIPAL, INTEREST, FEES AND OTHER AMOUNTS) TO
FLEET FOR AMOUNTS WHICH HAVE ACCRUED TO BUT EXCLUDING RESTATEMENT CLOSING DATE
AND TO BOFA FOR AMOUNTS WHICH HAVE ACCRUED FROM AND AFTER THE RESTATEMENT
CLOSING DATE.
(C)
THE ASSIGNED INTEREST INCLUDES THOSE
ASSIGNED INTERESTS SPECIFIED IN ANNEX C.
24
SECTION 2
AMOUNT AND TERMS OF REVOLVING COMMITMENTS
2.1.
REVOLVING COMMITMENTS.
(A)
SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, EACH REVOLVING LENDER SEVERALLY AGREES TO MAKE
REVOLVING CREDIT LOANS DENOMINATED IN DOLLARS ("REVOLVING LOANS") TO THE US
BORROWERS FROM TIME TO TIME DURING THE REVOLVING COMMITMENT PERIOD IN AN
AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING WHICH, WHEN ADDED TO SUCH
LENDER'S REVOLVING PERCENTAGE OF THE SUM OF (I) THE L/C OBLIGATIONS THEN
OUTSTANDING, (II) THE AGGREGATE PRINCIPAL AMOUNT OF THE SWINGLINE LOANS THEN
OUTSTANDING, AND (III) THE DOLLAR EQUIVALENT OF THE AGGREGATE PRINCIPAL AMOUNT
OF THE FOREIGN CURRENCY LOANS AND THE UK FOREIGN CURRENCY LOANS THEN
OUTSTANDING, DOES NOT EXCEED THE AMOUNT OF SUCH LENDER'S AVAILABLE REVOLVING
COMMITMENT.
DURING THE REVOLVING COMMITMENT PERIOD, THE US BORROWERS MAY USE
THE REVOLVING COMMITMENTS BY BORROWING, PREPAYING AND REBORROWING THE REVOLVING
LOANS, IN WHOLE OR IN PART, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS
HEREOF.
THE REVOLVING LOANS MAY FROM TIME TO TIME BE EUROCURRENCY LOANS OR BASE
RATE LOANS, AS DETERMINED BY THE APPLICABLE US BORROWERS AND NOTIFIED TO THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTIONS 2.2 AND 4.3.
(B)
THE US BORROWERS SHALL REPAY ALL OUTSTANDING
REVOLVING LOANS ON THE REVOLVING TERMINATION DATE.
2.2.
PROCEDURE FOR REVOLVING LOAN BORROWING.
THE
US BORROWERS MAY BORROW UNDER SECTION 2.1 DURING THE REVOLVING COMMITMENT PERIOD
ON ANY BUSINESS DAY, PROVIDED THAT THE APPLICABLE US BORROWERS SHALL GIVE THE
ADMINISTRATIVE AGENT IRREVOCABLE NOTICE (WHICH NOTICE MUST BE RECEIVED BY THE
ADMINISTRATIVE AGENT PRIOR TO 12:00 NOON, NEW YORK CITY TIME, (A) THREE BUSINESS
DAYS PRIOR TO THE REQUESTED BORROWING DATE, IN THE CASE OF EUROCURRENCY LOANS,
OR (B) ON THE BUSINESS DAY OF THE REQUESTED BORROWING DATE, IN THE CASE OF BASE
RATE LOANS), SPECIFYING (I) THE AMOUNT AND TYPE OF REVOLVING LOANS TO BE
BORROWED, (II) THE REQUESTED BORROWING DATE AND (III) IN THE CASE OF
EUROCURRENCY LOANS, THE RESPECTIVE AMOUNTS OF EACH SUCH TYPE OF LOAN AND THE
RESPECTIVE LENGTHS OF THE INITIAL INTEREST PERIOD THEREFOR.
ANY REVOLVING LOANS
MADE ON THE RESTATEMENT