SCHEDULES,
ANNEXES AND EXHIBITS IN OR TO THIS LOAN AGREEMENT (OR THE CERTIFICATE OR OTHER
DOCUMENT IN WHICH THE REFERENCE IS MADE) AND REFERENCES TO ANY PARAGRAPH,
SUBSECTION, CLAUSE OR OTHER SUBDIVISION WITHIN ANY SECTION OR DEFINITION REFER
TO SUCH PARAGRAPH, SUBSECTION, CLAUSE OR OTHER SUBDIVISION OF SUCH SECTION OR
DEFINITION; (F) THE TERM "INCLUDING" MEANS "INCLUDING WITHOUT LIMITATION";
(G) REFERENCES TO ANY LAW REFER TO THAT LAW AS AMENDED FROM TIME TO TIME AND
INCLUDE ANY SUCCESSOR LAW; (H) REFERENCES TO ANY AGREEMENT REFER TO THAT
AGREEMENT AS FROM TIME TO TIME AMENDED OR SUPPLEMENTED OR AS THE TERMS OF SUCH
AGREEMENT ARE WAIVED OR MODIFIED IN ACCORDANCE WITH ITS TERMS; (I) REFERENCES TO
ANY PERSON INCLUDE THAT PERSON'S SUCCESSORS AND PERMITTED ASSIGNS; AND
(J) HEADINGS ARE FOR PURPOSES OF REFERENCE ONLY AND SHALL NOT OTHERWISE AFFECT
THE MEANING OR INTERPRETATION OF ANY PROVISION HEREOF.
SECTION 1.3.
COMPUTATION OF TIME PERIODS.
UNLESS OTHERWISE STATED IN THIS LOAN AGREEMENT, IN THE COMPUTATION OF A PERIOD
OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS
"FROM AND INCLUDING" AND THE WORDS "TO" AND "UNTIL" EACH MEANS "TO BUT
EXCLUDING."
2
ARTICLE 2
AMOUNT AND TERMS OF COMMITMENT
SECTION 2.1.
REVOLVING CREDIT FACILITY.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
ON THE DATE HEREOF (THE "AMENDMENT DATE"), AND THEREAFTER FROM TIME TO TIME
UNTIL THE FACILITY TERMINATION DATE, UPON THE REQUEST OF THE BORROWER IN
ACCORDANCE WITH SECTION 2.3 HEREOF, EACH LENDER MAY, IN ITS SOLE DISCRETION,
MAKE LOANS TO THE BORROWER (EACH, A "LOAN") RATABLY IN ACCORDANCE WITH ITS
GROUP'S COMMITMENT, AND IF A LENDER DECLINES TO MAKE A LOAN, ITS GROUP'S BANK
INVESTORS SHALL MAKE SUCH LOAN RATABLY IN ACCORDANCE WITH ITS GROUP'S
COMMITMENT, ALL FROM TIME TO TIME AS PERMITTED BY THIS LOAN AGREEMENT; PROVIDED,
HOWEVER, THAT IN NO EVENT SHALL EITHER LENDER NOR ANY BANK INVESTOR MAKE ANY
LOAN IF, AFTER GIVING EFFECT TO SUCH LOAN, EITHER (A) THE NET INVESTMENT WOULD
EXCEED THE MAXIMUM NET INVESTMENT OR (B) A BORROWING BASE DEFICIENCY WOULD
EXIST.
IN THE EVENT THAT ANY LENDER OR BANK INVESTOR FAILS TO MAKE A LOAN FOR
ANY REASON, ANY OTHER LENDER MAY ELECT TO ASSUME THE FULL FUNDING OBLIGATION OF
SUCH LENDER OR BANK INVESTOR UNDER THIS AGREEMENT.
IN THE CASE SUCH LENDER
ELECTS TO ASSUME SUCH FUNDING OBLIGATIONS, IT WOULD ALSO INHERIT THE RIGHT TO
RECEIVE ANY AND ALL FEES AND INTEREST THAT WOULD BE DUE TO THE NON-PERFORMING
LENDER OR BANK INVESTOR (IF NOT FOR ITS FAILURE TO MAKE THE RELATED LOAN).
(B)
VARIABLE FUNDING NOTES.
THE LOANS MADE BY
EACH GROUP SHALL BE EVIDENCED BY PROMISSORY NOTES OF THE BORROWER, SUBSTANTIALLY
IN THE FORM OF EXHIBIT A HERETO (THE "VFN" OR "VARIABLE FUNDING NOTES"), PAYABLE
TO THE ORDER OF THE RELATED MANAGING AGENT FOR SUCH GROUP FOR THE ACCOUNT OF THE
RELATED LENDER OR BANK INVESTORS, AS APPLICABLE.
EACH MANAGING AGENT SHALL
RECORD THE DATE AND AMOUNT OF EACH LOAN MADE AND THE