THIS
AGREEMENT REFER TO SUCH PERSON AND ITS SUCCESSOR IN TITLE AND ASSIGNS OR (AS THE
CASE MAY BE) HIS SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, ADMINISTRATORS AND OTHER
LEGAL REPRESENTATIVES;
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(II)
REFERENCES TO ANY AGREEMENT, INSTRUMENT OR
DOCUMENT DEFINED IN THIS AGREEMENT REFER TO SUCH DOCUMENT AS ORIGINALLY
EXECUTED, OR IF SUBSEQUENTLY VARIED, EXTENDED, RENEWED, MODIFIED, AMENDED,
RESTATED OR SUPPLEMENTED FROM TIME TO TIME, AS SO VARIED, EXTENDED, RENEWED,
MODIFIED, AMENDED, RESTATED OR SUPPLEMENTED AND IN EFFECT AT THE RELEVANT TIME
OF REFERENCE THERETO;
(III)
WORDS IMPORTING THE SINGULAR ONLY SHALL
INCLUDE THE PLURAL AND VICE VERSA, AND THE WORDS IMPORTING THE MASCULINE GENDER
SHALL INCLUDE THE FEMININE GENDER AND VICE VERSA, AND ALL REFERENCES TO DOLLARS,
$, U.S. DOLLARS OR UNITED STATES DOLLARS, SHALL BE TO DOLLARS;
(IV)
ACCOUNTING TERMS NOT OTHERWISE DEFINED IN THIS
AGREEMENT OR ANY OF THE OTHER SECURITY DOCUMENTS HAVE THE MEANINGS ASSIGNED TO
THEM IN ACCORDANCE WITH GAAP, ON A BASIS CONSISTENT WITH THE FINANCIAL
STATEMENTS REFERRED TO IN SECTION 4.7 OF THIS AGREEMENT;
(V)
ALL FINANCIAL STATEMENTS AND OTHER FINANCIAL
INFORMATION PROVIDED BY THE BORROWER AND EACH OTHER MEMBER OF THE BORROWER
AFFILIATED GROUP, TO THE ADMINISTRATIVE AGENT OR ANY BANK SHALL BE PROVIDED WITH
REFERENCE TO DOLLARS;
(VI)
ALL OF THE OBLIGATIONS OF THE BORROWER
AFFILIATED GROUP UNDER THIS AGREEMENT AND EACH OTHER SECURITY DOCUMENT SHALL BE
THE JOINT AND SEVERAL OBLIGATIONS OF EACH MEMBER OF THE BORROWER AFFILIATED
GROUP; AND
(VII)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE
THE RESULT OF NEGOTIATION AMONG, AND HAVE BEEN REVIEWED BY COUNSEL TO, AMONG
OTHERS, THE BORROWER AFFILIATED GROUP AND THE ADMINISTRATIVE AGENT AND ARE THE
PRODUCT OF DISCUSSIONS AND NEGOTIATIONS AMONG ALL PARTIES.
ACCORDINGLY, THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE NOT INTENDED TO BE CONSTRUED AGAINST
THE ADMINISTRATIVE AGENT OR ANY OF THE BANKS MERELY ON ACCOUNT OF THE
ADMINISTRATIVE AGENT'S OR ANY BANK'S INVOLVEMENT IN THE PREPARATION OF SUCH
DOCUMENTS.
SECTION II
DESCRIPTION OF CREDIT
2.
THE CREDIT FACILITIES.
2.1.
THE LOANS.
(A)
REVOLVING CREDIT LOANS.
SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, EACH OF THE BANKS HAVING A
REVOLVING CREDIT COMMITMENT SEVERALLY AGREES TO LEND TO THE BORROWER AND THE
BORROWER MAY BORROW, REPAY AND REBORROW FROM TIME TO TIME BETWEEN THE CLOSING
DATE AND THE REVOLVING CREDIT MATURITY DATE, SUCH AMOUNTS AS ARE REQUESTED BY
THE BORROWER UP TO A MAXIMUM AGGREGATE PRINCIPAL AMOUNT OUTSTANDING (AFTER
GIVING EFFECT TO ALL AMOUNTS REQUESTED) AT ANY ONE TIME EQUAL TO SUCH BANK'S
REVOLVING CREDIT COMMITMENT; PROVIDED, HOWEVER, THAT THE MAXIMUM AGGREGATE
PRINCIPAL AMOUNT OF ALL REVOLVING CREDIT LOANS OUTSTANDING (AFTER GIVING EFFECT
TO THE AMOUNTS REQUESTED), PLUS THE AGGREGATE STATED AMOUNT OF
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LETTERS OF CREDIT OUTSTANDING AT SUCH TIME, PLUS THE AGGREGATE AMOUNT OF ALL
UNREIMBURSED DRAWS UNDER OUTSTANDING LETTERS OF CREDIT, SHALL NOT AT ANY TIME
EXCEED THE AGGREGATE AMOUNT OF THE REVOLVING CREDIT COMMITMENTS OF ALL OF THE
BANKS AT SUCH TIME; AND PROVIDED, FURTHER, THAT AT THE TIME THE