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 2
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 REVOLVING LOAN LENDERS HEREBY
ESTABLISH IN FAVOR OF THE BORROWER A REVOLVING CREDIT FACILITY PURSUANT TO WHICH
EACH REVOLVING LOAN 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 2.23, (III) THE SWINGLINE LENDER AGREES TO MAKE
SWINGLINE LOANS IN ACCORDANCE WITH SECTION 2.4, (IV) EACH REVOLVING LOAN 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
TERM LOAN LENDER SEVERALLY AGREES TO MAKE A TERM LOAN TO THE BORROWER IN A
PRINCIPAL AMOUNT NOT EXCEEDING SUCH TERM LOAN LENDER'S TERM LOAN COMMITMENT ON
THE CLOSING DATE.
SECTION 2.2.
REVOLVING LOANS. SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, EACH REVOLVING LOAN 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 REVOLVING LOAN LENDER'S
REVOLVING CREDIT EXPOSURE EXCEEDING SUCH REVOLVING LOAN LENDER'S REVOLVING
COMMITMENT OR (B) THE SUM OF THE AGGREGATE REVOLVING CREDIT EXPOSURES OF ALL
REVOLVING LOAN LENDERS EXCEEDING THE AGGREGATE REVOLVING COMMITMENT AMOUNT.
DURING THE AVAILABILITY PERIOD, THE BORROWER SHALL BE ENTITLED TO BORROW, PREPAY
AND REBORROW REVOLVING LOANS IN
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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 SAME BUSINESS DAY AS THE REQUESTED DATE OF EACH BASE RATE
BORROWING OR INDEX RATE BORROWING AND (Y) PRIOR TO 11:00 A.M. (NEW YORK TIME)
THREE (3) BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF