TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY
RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH IN THE
LOAN DOCUMENTS), (B) ANY REFERENCE HEREIN TO ANY LAW SHALL BE CONSTRUED AS
REFERRING TO SUCH LAW AS AMENDED, MODIFIED, CODIFIED OR REENACTED, IN WHOLE OR
IN PART, AND IN EFFECT FROM TIME TO TIME, (C) ANY REFERENCE HEREIN TO ANY PERSON
SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS (SUBJECT TO
THE RESTRICTIONS CONTAINED IN THE LOAN DOCUMENTS), (D) 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, (E) WITH RESPECT TO THE DETERMINATION OF ANY TIME PERIOD, THE WORD
"FROM" MEANS "FROM AND INCLUDING" AND THE WORD "TO" MEANS "TO AND INCLUDING" AND
(F) ANY REFERENCE HEREIN TO ARTICLES, SECTIONS, ANNEXES, EXHIBITS AND SCHEDULES
SHALL BE CONSTRUED TO REFER TO ARTICLES AND SECTIONS OF, AND ANNEXES, EXHIBITS
AND SCHEDULES TO, THIS AGREEMENT.
NO PROVISION OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT SHALL BE INTERPRETED OR CONSTRUED AGAINST ANY PERSON SOLELY
BECAUSE SUCH PERSON OR ITS LEGAL REPRESENTATIVE DRAFTED SUCH PROVISION.
SECTION 1.05
ACCOUNTING TERMS AND DETERMINATIONS;
GAAP.
UNLESS OTHERWISE SPECIFIED HEREIN, ALL ACCOUNTING TERMS USED HEREIN SHALL
BE INTERPRETED, ALL DETERMINATIONS WITH RESPECT TO ACCOUNTING MATTERS HEREUNDER
SHALL BE MADE, AND ALL FINANCIAL STATEMENTS AND CERTIFICATES AND REPORTS AS TO
FINANCIAL MATTERS REQUIRED TO BE FURNISHED TO THE ADMINISTRATIVE AGENT OR THE
LENDERS HEREUNDER SHALL BE PREPARED, IN ACCORDANCE WITH GAAP, APPLIED ON A BASIS
CONSISTENT WITH THE FINANCIAL STATEMENTS EXCEPT FOR CHANGES IN WHICH BORROWER'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS CONCUR AND WHICH ARE DISCLOSED TO
ADMINISTRATIVE AGENT ON THE NEXT DATE ON WHICH FINANCIAL STATEMENTS ARE REQUIRED
TO BE DELIVERED TO THE LENDERS PURSUANT TO SECTION 8.01(A); PROVIDED THAT,
UNLESS THE BORROWER AND THE MAJORITY LENDERS SHALL OTHERWISE AGREE IN WRITING,
NO SUCH CHANGE SHALL MODIFY OR AFFECT THE MANNER IN WHICH COMPLIANCE WITH THE
COVENANTS CONTAINED HEREIN IS COMPUTED SUCH THAT ALL SUCH COMPUTATIONS SHALL BE
CONDUCTED UTILIZING FINANCIAL INFORMATION PRESENTED CONSISTENTLY WITH PRIOR
PERIODS.
27
ARTICLE II
THE CREDITS
SECTION 2.01
COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, EACH LENDER AGREES TO MAKE LOANS TO THE BORROWER DURING THE
AVAILABILITY PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT IN
(A) SUCH LENDER'S REVOLVING CREDIT EXPOSURE EXCEEDING SUCH LENDER'S COMMITMENT
OR (B) THE TOTAL REVOLVING CREDIT EXPOSURES EXCEEDING THE TOTAL COMMITMENTS.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE BORROWER MAY BORROW, REPAY AND REBORROW THE LOANS.
SECTION 2.02
LOANS AND BORROWINGS.
(A)
BORROWINGS; SEVERAL OBLIGATIONS.
EACH LOAN
SHALL BE MADE AS PART OF A BORROWING CONSISTING OF LOANS MADE BY THE LENDERS
RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS.
THE FAILURE OF ANY
LENDER TO MAKE ANY LOAN REQUIRED TO BE MADE BY IT SHALL NOT RELIEVE ANY OTHER
LENDER OF ITS OBLIGATIONS HEREUNDER; PROVIDED THAT THE COMMITMENTS