ASSIGNS, (C) THE WORDS
"HEREIN", "HEREOF" AND "HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE
CONSTRUED TO REFER TO THIS AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR
PROVISION HEREOF, (D) ALL REFERENCES IN A LOAN DOCUMENT TO ARTICLES, SECTIONS,
EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO ARTICLES AND SECTIONS OF,
AND EXHIBITS AND SCHEDULES TO, THE LOAN DOCUMENT IN WHICH SUCH REFERENCES APPEAR
AND (E) THE WORDS "ASSET" AND "PROPERTY" SHALL BE CONSTRUED TO HAVE THE SAME
MEANING AND EFFECT AND TO REFER TO ANY AND ALL TANGIBLE AND INTANGIBLE ASSETS
AND PROPERTIES, INCLUDING CASH, SECURITIES, ACCOUNTS AND CONTRACT RIGHTS.
17
SECTION 1.04
ACCOUNTING TERMS; GAAP.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, ALL TERMS OF AN ACCOUNTING OR FINANCIAL NATURE SHALL BE
CONSTRUED IN ACCORDANCE WITH GAAP, AS IN EFFECT FROM TIME TO TIME; PROVIDED
THAT, IF THE BORROWER NOTIFIES THE ADMINISTRATIVE AGENT THAT THE BORROWER
REQUESTS AN AMENDMENT TO ANY PROVISION HEREOF TO ELIMINATE THE EFFECT OF ANY
CHANGE OCCURRING AFTER THE DATE HEREOF IN GAAP OR IN THE APPLICATION THEREOF ON
THE OPERATION OF SUCH PROVISION, REGARDLESS OF WHETHER ANY SUCH NOTICE IS GIVEN
BEFORE OR AFTER SUCH CHANGE IN GAAP OR IN THE APPLICATION THEREOF, THEN (I) THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER SHALL NEGOTIATE IN GOOD FAITH
TO AMEND SUCH PROVISION TO PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF SUCH
CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED LENDERS) AND (II) SUCH
PROVISION SHALL BE INTERPRETED ON THE BASIS OF GAAP AS IN EFFECT AND APPLIED
IMMEDIATELY BEFORE SUCH CHANGE SHALL HAVE BECOME EFFECTIVE UNTIL SUCH NOTICE
SHALL HAVE BEEN WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE HEREWITH.
ARTICLE II
THE CREDITS
SECTION 2.01
LOANS.
(a)
Each Lender severally agrees, on the terms and conditions set
forth in this Agreement, to make loans to the Borrower in Dollars (each, a
"Loan"), from time to time on any Business Day during the Availability Period,
in an aggregate principal amount at any time outstanding not to exceed the
amount of such Lender's Commitment; provided that, as of the date of and
immediately after giving effect to any Borrowing, the total Credit Exposure
shall not exceed the total Commitments.
If a Lender defaults in its obligation
hereunder to make a Loan during the Availability Period, such obligation of the
defaulting Lender shall survive the termination of such period.
(b)
The proceeds of each Loan shall be used solely for the purpose of
reimbursing the L/C Issuer in respect of one or more L/C Advances by the L/C
Issuer as provided in Section 2.02(c).
(c)
Loans may be ABR Loans or Eurodollar Loans, as further provided
herein.
SECTION 2.02
LETTERS OF CREDIT.
(A)
EXISTING LETTERS OF CREDIT.
THE PARTIES HERETO AGREE, ON THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT THAT THE LETTERS OF CREDITS
IDENTIFIED ON SCHEDULE B (THE "EXISTING LETTERS OF CREDIT") SHALL BE DEEMED TO
BE LETTERS OF CREDIT ISSUED HEREUNDER FROM AND AFTER THE EFFECTIVE