SHALL HAVE BEEN WITHDRAWN OR SUCH PROVISION AMENDED IN
ACCORDANCE HEREWITH.
SECTION 1.05. EFFECTUATION OF TRANSACTIONS.
EACH OF THE REPRESENTATIONS AND
WARRANTIES OF THE LOAN PARTIES CONTAINED IN THIS AGREEMENT (AND ALL
CORRESPONDING DEFINITIONS) ARE MADE AFTER GIVING EFFECT TO THE TRANSACTIONS,
UNLESS THE CONTEXT OTHERWISE REQUIRES.
REFERENCES TO THE TRANSACTIONS IN
SECTIONS 3.02 AND 3.03 SHALL BE DEEMED NOT TO INCLUDE THE TRANSACTIONS DESCRIBED
IN CLAUSE (J) OF THE DEFINITION OF THE TERM "TRANSACTIONS" SET FORTH IN SECTION
1.01.
ARTICLE II
The Credits
SECTION 2.01. COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER AGREES, SEVERALLY AND NOT JOINTLY, TO MAKE REVOLVING LOANS
TO THE BORROWER FROM TIME TO TIME DURING THE AVAILABILITY PERIOD IN AN AGGREGATE
PRINCIPAL AMOUNT THAT WILL NOT RESULT IN (I) SUCH LENDER'S REVOLVING EXPOSURE
EXCEEDING SUCH LENDER'S COMMITMENT OR (II) THE TOTAL REVOLVING EXPOSURES
EXCEEDING THE LESSER OF (X) THE SUM OF THE TOTAL COMMITMENTS AND (Y) THE
BORROWING BASE (SUBJECT TO THE AGENT'S AUTHORITY, IN ITS SOLE DISCRETION, TO
MAKE PROTECTIVE ADVANCES PURSUANT TO THE TERMS OF SECTION 2.04).
WITHIN THE
FOREGOING LIMITS AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE
BORROWER MAY BORROW, REPAY AND REBORROW REVOLVING LOANS.
SECTION 2.02. LOANS AND BORROWINGS.
(A)
EACH LOAN (OTHER THAN A SWINGLINE LOAN
OR A PROTECTIVE ADVANCE) SHALL BE MADE AS PART OF A BORROWING CONSISTING OF
LOANS OF THE SAME CLASS AND TYPE MADE BY THE LENDERS RATABLY IN ACCORDANCE WITH
THEIR RESPECTIVE COMMITMENTS OF THE APPLICABLE CLASS.
ANY PROTECTIVE ADVANCE
AND ANY SWINGLINE LOAN SHALL BE MADE IN ACCORDANCE WITH THE PROCEDURES SET FORTH
IN SECTION 2.04 AND 2.05, RESPECTIVELY.
(B) SUBJECT TO SECTION 2.14, EACH BORROWING SHALL BE COMPRISED ENTIRELY OF ABR
LOANS OR LIBOR RATE LOANS AS THE BORROWER MAY REQUEST IN ACCORDANCE HEREWITH.
EACH SWINGLINE LOAN AND EACH PROTECTIVE ADVANCE SHALL BE AN ABR LOAN.
EACH
LENDER AT ITS OPTION MAY MAKE ANY LIBOR RATE LOAN BY CAUSING ANY DOMESTIC OR
FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH LOAN; PROVIDED THAT
(I) ANY EXERCISE OF SUCH OPTION SHALL NOT AFFECT THE OBLIGATION OF THE BORROWER
TO REPAY SUCH LOAN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, (II) IN
EXERCISING SUCH OPTION, SUCH LENDER SHALL USE REASONABLE EFFORTS TO MINIMIZE ANY
INCREASE IN THE ADJUSTED LIBOR RATE OR INCREASED COSTS TO THE BORROWER RESULTING
THEREFROM (WHICH OBLIGATION OF SUCH LENDER SHALL NOT REQUIRE IT TO TAKE, OR
REFRAIN FROM TAKING, ACTIONS THAT IT DETERMINES WOULD RESULT IN INCREASED COSTS
FOR WHICH IT WILL NOT BE COMPENSATED HEREUNDER OR THAT IT OTHERWISE DETERMINES
WOULD BE DISADVANTAGEOUS TO IT AND IN THE EVENT OF SUCH REQUEST FOR COSTS FOR
WHICH COMPENSATION IS PROVIDED UNDER THIS AGREEMENT, THE PROVISIONS OF
SECTION 2.15 SHALL
31
APPLY) AND (III) SUCH BRANCH OR AFFILIATE OF SUCH LENDER WOULD NOT BE INCLUDED
IN CLAUSE (Z) OF THE FIRST PROVISO TO THE DEFINITION OF THE TERM "ELIGIBLE
ASSIGNEE" SET FORTH IN SECTION 1.01.
(C) AT THE COMMENCEMENT