ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE
CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM
TIME TO TIME AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO
ANY RESTRICTIONS ON SUCH AMENDMENTS, RESTATEMENTS, SUPPLEMENTS OR MODIFICATIONS
SET FORTH HEREIN), (B) ANY 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
COMPANY NOTIFIES THE ADMINISTRATIVE AGENT THAT THE COMPANY 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 COMPANY 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
22
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EFFECTIVE UNTIL SUCH NOTICE SHALL HAVE BEEN WITHDRAWN OR SUCH PROVISION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.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, (A) EACH REVOLVING LENDER AGREES TO MAKE REVOLVING LOANS TO THE
BORROWERS IN AGREED CURRENCIES FROM TIME TO TIME DURING THE AVAILABILITY PERIOD
IN AN AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT IN (I) THE DOLLAR AMOUNT
OF SUCH LENDER'S REVOLVING CREDIT EXPOSURE EXCEEDING SUCH LENDER'S COMMITMENT OR
(II) SUBJECT TO SECTION 2.04, THE SUM OF THE DOLLAR AMOUNT OF THE TOTAL
REVOLVING CREDIT EXPOSURES EXCEEDING THE AGGREGATE REVOLVING COMMITMENTS AND
(B) EACH TERM LENDER WITH A TERM LOAN COMMITMENT AGREES TO MAKE A TERM LOAN TO
THE COMPANY IN DOLLARS ON THE EFFECTIVE DATE, IN AN AMOUNT EQUAL TO SUCH
LENDER'S TERM LOAN COMMITMENT BY MAKING IMMEDIATELY AVAILABLE FUNDS AVAILABLE TO
THE ADMINISTRATIVE AGENT'S DESIGNATED ACCOUNT, NOT LATER THAN THE TIME SPECIFIED
BY THE ADMINISTRATIVE AGENT.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH HEREIN, THE BORROWERS MAY BORROW, PREPAY AND
REBORROW REVOLVING LOANS.
AMOUNTS REPAID OR PREPAID IN RESPECT OF TERM LOANS
MAY NOT BE REBORROWED.
SECTION 2.02.
LOANS AND BORROWINGS.
(A)
EACH