AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY APPLICABLE TO
BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(E)
THE EXPRESSIONS, "PAYMENT IN FULL," "PAID IN FULL" AND ANY OTHER SIMILAR
TERMS OR PHRASES WHEN USED HEREIN WITH RESPECT TO THE OBLIGATIONS SHALL MEAN THE
PAYMENT IN FULL IN CASH, IN IMMEDIATELY AVAILABLE FUNDS, OF ALL THE OBLIGATIONS.
(F)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL TERMS OF AN ACCOUNTING
OR FINANCIAL NATURE SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP.
(G)
FOR THE PURPOSES OF THE LOAN DOCUMENTS, IF A DOLLAR AMOUNT NEEDS TO BE
DETERMINED, ANY AMOUNT WHICH IS DENOMINATED IN A CURRENCY OTHER THAN DOLLARS
WILL BE CONVERTED INTO DOLLARS USING THE SPOT RATE ON THAT DATE.
"SPOT RATE"
MEANS THE SPOT RATE OF EXCHANGE OF THE ADMINISTRATIVE AGENT (AS DETERMINED BY
THE ADMINISTRATIVE AGENT IN RELATION TO ITS CUSTOMERS GENERALLY) FOR THE
PURCHASE OF DOLLARS WITH THE APPROPRIATE AMOUNT OF A CURRENCY IN THE NEW YORK
CITY FOREIGN EXCHANGE MARKET IN THE ORDINARY COURSE OF BUSINESS AT OR ABOUT
10.00 A.M., NEW YORK CITY TIME, ON THE DAY IN QUESTION FOR DELIVERY TWO BUSINESS
DAYS LATER.
(H)
THE TERM "LICENSE" SHALL INCLUDE ANY SUB-LICENSE (AND VARIATIONS THEREOF).
(I)
REFERENCES TO (I) "KNOWLEDGE OF THE BORROWER", "BORROWER'S KNOWLEDGE" OR
ANY PHRASE OF SIMILAR IMPORT SHALL MEAN (X) AS IT RELATES TO INFORMATION
PERTAINING TO THE BORROWER, THE ACTUAL KNOWLEDGE OF EXECUTIVE OFFICERS OF THE
BORROWER AND (Y) AS IT RELATES TO INFORMATION PERTAINING TO A GROUP MEMBER, THE
ACTUAL KNOWLEDGE OF EXECUTIVE OFFICERS OF THE BORROWER AND OF EXECUTIVE OFFICERS
OF SUCH GROUP MEMBER, IN EACH CASE, AFTER REASONABLE INQUIRY IN LIGHT OF
RELEVANT FACTS AND CIRCUMSTANCES, AND (II) "KNOWLEDGE OF ANY GROUP MEMBER",
"GROUP MEMBER'S KNOWLEDGE" OR ANY PHRASE OF SIMILAR IMPORT SHALL MEAN THE ACTUAL
KNOWLEDGE OF THE EXECUTIVE OFFICERS OF SUCH GROUP MEMBER, AFTER REASONABLE
INQUIRY IN LIGHT OF RELEVANT FACTS AND CIRCUMSTANCES.
SECTION 2.
AMOUNT AND TERMS OF REVOLVING COMMITMENTS
2.1.
Revolving Commitments.
(a)
Subject to the terms and conditions
hereof, each Revolving Lender severally agrees to make revolving credit loans
("Revolving Loans") to
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the Borrower from time to time during the Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which, when added to such
Lender's Revolving Percentage of the sum of (i) the L/C Obligations then
outstanding and (ii) the aggregate principal amount of the Swingline Loans then
outstanding, does not exceed the amount of such Lender's Revolving Commitment.
During the Revolving Commitment Period the Borrower may use the Revolving
Commitments by borrowing, prepaying and reborrowing the Revolving Loans in whole
or in part, all in accordance with the terms and conditions hereof.
The
Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as
determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 3.3.
(B)
THE BORROWER SHALL REPAY ALL OUTSTANDING REVOLVING LOANS ON THE REVOLVING