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
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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, RESTATED, 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.
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 SECTION 2.22, (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 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 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