AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM
TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY
RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN),
(B) ANY
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REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S
SUCCESSORS AND 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 HEREIN
TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO
ARTICLES AND SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THIS AGREEMENT 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.
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
PARENT BORROWER NOTIFIES THE ADMINISTRATIVE AGENT THAT THE PARENT 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 (OR IF THE ADMINISTRATIVE AGENT NOTIFIES THE
PARENT BORROWER THAT THE REQUIRED LENDERS REQUEST AN AMENDMENT TO ANY PROVISION
HEREOF FOR SUCH PURPOSE), REGARDLESS OF WHETHER ANY SUCH NOTICE IS GIVEN BEFORE
OR AFTER SUCH CHANGE IN GAAP OR IN THE APPLICATION THEREOF, THEN 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WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE HEREWITH.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.
COMMITMENTS; LOANS OUTSTANDING ON EFFECTIVE DATE.
(A)
SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH DOMESTIC LENDER AGREES TO
MAKE LOANS IN DOLLARS TO THE PARENT BORROWER AND THE DOMESTIC SUBSIDIARY
BORROWERS FROM TIME TO TIME DURING THE REVOLVING AVAILABILITY PERIOD IN AN
AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT IN (I) SUCH LENDER'S DOMESTIC
REVOLVING EXPOSURE EXCEEDING SUCH LENDER'S DOMESTIC COMMITMENT (AFTER GIVING
EFFECT TO THE APPLICATION OF ANY PROCEEDS BEING APPLIED CONTEMPORANEOUSLY WITH
THE ADVANCE OF SUCH DOMESTIC REVOLVING LOANS), (II) THE TOTAL DOMESTIC REVOLVING
EXPOSURES' EXCEEDING THE TOTAL AMOUNT OF THE DOMESTIC
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COMMITMENTS, (III) THE TOTAL REVOLVING EXPOSURES' EXCEEDING THE LESSER OF
(A) THE TOTAL AMOUNT OF THE COMMITMENTS AND (B) THE BORROWING BASE THEN IN
EFFECT, (IV) AT ANY TIME DURING THE AVAILABILITY CAP PERIOD, THE TOTAL REVOLVING
EXPOSURES' EXCEEDING $45,000,000 AND (V) AT ANY TIME DURING A REDUCED
AVAILABILITY PERIOD, THE TOTAL REVOLVING EXPOSURES' EXCEEDING THE REDUCED
AVAILABILITY AMOUNT AT SUCH TIME.
(B)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH CANADIAN LENDER
AGREES TO MAKE LOANS IN DOLLARS FROM ITS US LENDING OFFICE TO THE PARENT
BORROWER AND THE DOMESTIC SUBSIDIARY