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
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 (OR IF THE ADMINISTRATIVE AGENT NOTIFIES THE
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WITHDRAWN OR SUCH PROVISION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.
SECTION 1.05.
CURRENCY EQUIVALENTS GENERALLY.
FOR THE PURPOSES OF DETERMINING
COMPLIANCE WITH SECTIONS 6.01, 6.02 AND 6.04 WITH RESPECT TO ANY AMOUNT OF
INDEBTEDNESS OR INVESTMENT IN EURO, POUNDS STERLING, JAPANESE YEN AND ANY OTHER
HARD CURRENCY (OTHER THAN DOLLARS) WHICH IS FREELY TRADED AND CONVERTIBLE INTO
DOLLARS IN THE LONDON INTERBANK MARKET AND FOR WHICH THE DOLLAR AMOUNT THEREOF
CAN BE READILY CALCULATED, NO DEFAULT SHALL BE DEEMED TO HAVE OCCURRED SOLELY AS
A RESULT OF CHANGES IN RATES OF EXCHANGE OCCURRING AFTER THE TIME SUCH
INDEBTEDNESS OR INVESTMENT IS INCURRED.
ARTICLE II
THE CREDITS
SECTION 2.01.
COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER AGREES TO MAKE REVOLVING LOANS TO THE BORROWER IN AGREED
CURRENCIES FROM TIME TO TIME DURING THE AVAILABILITY PERIOD IN AN AGGREGATE
PRINCIPAL AMOUNT THAT WILL NOT RESULT IN (A) THE DOLLAR AMOUNT OF SUCH LENDER'S
REVOLVING CREDIT EXPOSURE EXCEEDING THE DOLLAR AMOUNT OF SUCH LENDER'S
COMMITMENT, (B) SUBJECT TO SECTION 2.04, THE SUM OF THE TOTAL DOLLAR AMOUNT OF
THE REVOLVING CREDIT EXPOSURES EXCEEDING THE AGGREGATE COMMITMENT OR (C) SUBJECT
TO SECTION 2.04, THE DOLLAR AMOUNT OF THE TOTAL OUTSTANDING REVOLVING LOANS AND
LC EXPOSURE, IN EACH CASE DENOMINATED IN FOREIGN CURRENCIES, EXCEEDING THE
FOREIGN CURRENCY SUBLIMIT.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH HEREIN, THE BORROWER MAY BORROW, PREPAY AND REBORROW
REVOLVING