TRANSACTION DOCUMENT, CERTIFICATE, REPORT OR
OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO, AND EACH TERM DEFINED IN THE
PLURAL FORM IN ANNEX I SHALL MEAN THE SINGULAR THEREOF WHEN THE SINGULAR FORM OF
SUCH TERM IS USED HEREIN OR THEREIN.
THE WORDS "HEREOF," "HEREIN," "HEREUNDER" AND SIMILAR TERMS WHEN USED IN THIS
AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
PROVISION OF THIS AGREEMENT, AND ARTICLE, SECTION, SUBSECTION, SCHEDULE AND
EXHIBIT REFERENCES HEREIN ARE REFERENCES TO ARTICLES, SECTIONS, SUBSECTIONS,
SCHEDULES AND EXHIBITS TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
THE FOLLOWING TERMS WHICH ARE DEFINED IN THE UNIFORM COMMERCIAL CODE IN EFFECT
IN THE STATE OF NEW YORK ON THE DATE HEREOF ARE USED HEREIN AS SO DEFINED:
ACCOUNTS, CHATTEL PAPER, DOCUMENTS, EQUIPMENT, GENERAL INTANGIBLES, INSTRUMENTS,
INVENTORY, INVESTMENT PROPERTY AND PROCEEDS.
FOR THE AVOIDANCE OF DOUBT, ON EACH DATE ON WHICH THE AGGREGATE ELIGIBLE
RECEIVABLES BALANCE OR THE BORROWING BASE IS REQUIRED TO BE CALCULATED BY THE
BORROWER, THE SERVICER, THE LENDERS OR THE AGENTS HEREUNDER, THE ELIGIBILITY OF
EACH OF THE TRANSFERRED RECEIVABLES SHALL BE REDETERMINED AS OF SUCH CALCULATION
DATE AND, AS A CONSEQUENCE THEREOF, CONTRACTS THAT WERE ELIGIBLE RECEIVABLES ON
THE RELATED CLOSING DATE MAY BE EXCLUDED FROM THE AGGREGATE ELIGIBLE RECEIVABLES
BALANCE OR THE BORROWING BASE ON THE DATE OF CALCULATION.
THE FACILITY, ADVANCE PROCEDURES AND NOTE
FACILITY.
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, EACH NONCOMMITTED LENDER MAY, IN ITS SOLE DISCRETION, MAKE ADVANCES
(TO THE EXTENT OF ITS AVAILABLE COMMITMENT AMOUNT) TO THE BORROWER ON A
REVOLVING BASIS FROM TIME TO TIME DURING THE PERIOD COMMENCING ON THE EFFECTIVE
DATE AND ENDING ON THE FACILITY TERMINATION DATE, IN EACH CASE IN SUCH AMOUNTS
AS MAY BE REQUESTED BY THE BORROWER PURSUANT TO SECTION 2.2.
IF ON ANY DAY
THERE SHALL BE MORE THAN ONE NONCOMMITTED LENDER, ANY ADVANCE REQUESTED BY THE
BORROWER ON SUCH DAY SHALL BE ALLOCATED AMONG THE NONCOMMITTED LENDERS PRO RATA
ON THE BASIS OF THEIR RESPECTIVE NONCOMMITTED PERCENTAGES AND EACH NONCOMMITTED
LENDER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, DETERMINE WHETHER TO MAKE AN
ADVANCE IN ITS ALLOCATED AMOUNT.
IF A NONCOMMITTED LENDER ELECTS NOT TO MAKE A
REQUESTED ADVANCE, EACH OF THE COMMITTED LENDERS WITH RESPECT TO SUCH
NONCOMMITTED LENDER SHALL MAKE ADVANCES (IN AN AGGREGATE AMOUNT EQUAL TO THE
REQUESTED ADVANCE) TO THE BORROWER (TO THE EXTENT OF THE UNUTILIZED COMMITMENT
OF EACH SUCH COMMITTED LENDER AND PRO RATA AMONG SUCH COMMITTED LENDERS IN
ACCORDANCE WITH THEIR RESPECTIVE ADJUSTED COMMITMENT PERCENTAGES) ON A REVOLVING
BASIS FROM TIME TO TIME DURING THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND
ENDING ON THE FACILITY TERMINATION DATE.
THE LENDING ARRANGEMENT MADE AVAILABLE
TO THE BORROWER PURSUANT TO THE PRECEDING SENTENCES OF THIS SECTION 2.1 IS
HEREIN CALLED THE "FACILITY".
THE AGGREGATE PRINCIPAL AMOUNT OF ALL ADVANCES
FROM TIME TO TIME OUTSTANDING HEREUNDER SHALL NOT EXCEED THE LESSER OF (A) THE
FACILITY LIMIT AND (B) THE BORROWING BASE.
IN ADDITION, UNDER