OR BY GAAP, WHICH
TERMS ARE DEFINED IN THE UCC AS IN EFFECT IN THE STATE OF NEW YORK, HAVE THE
MEANINGS ASSIGNED TO THEM HEREIN.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL ACCOUNTING
TERMS USED HEREIN SHALL BE INTERPRETED, AND ALL FINANCIAL STATEMENTS AND
CERTIFICATES AND REPORTS AS TO FINANCIAL MATTERS REQUIRED TO BE DELIVERED TO THE
LENDER HEREUNDER SHALL BE PREPARED, IN ACCORDANCE WITH GAAP.
24
(C)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE WORDS "INCLUDING" AND "INCLUDE" SHALL MEAN INCLUDING WITHOUT
LIMITING THE GENERALITY OF ANY DESCRIPTION PRECEDING SUCH TERM, AND, FOR
PURPOSES OF EACH LOAN DOCUMENT, THE PARTIES HERETO AGREE THAT THE RULE OF
EJUSDEM GENERIS SHALL NOT BE APPLICABLE TO LIMIT A GENERAL STATEMENT, WHICH IS
FOLLOWED BY OR REFERABLE TO AN ENUMERATION OF SPECIFIC MATTERS, TO MATTERS
SIMILAR TO THE MATTERS SPECIFICALLY MENTIONED.
(E)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
ARTICLE II
LOANS, NOTE AND PREPAYMENTS.
SECTION 2.01
LOANS.
(A)
SUBJECT TO THE FULFILLMENT OF THE CONDITIONS PRECEDENT SET FORTH
IN SECTIONS 4.01 AND 4.02 OF THIS AGREEMENT, AND PROVIDED THAT (X) NO DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING HEREUNDER AND (Y) NO ACCELERATED
AMORTIZATION EVENT SHALL HAVE OCCURRED AND IS CONTINUING, THE LENDER AGREES FROM
TIME TO TIME TO MAKE, ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS
AGREEMENT, LOANS (INDIVIDUALLY, A "LOAN" AND, COLLECTIVELY, THE "LOANS") TO THE
BORROWERS IN DOLLARS, FROM AND INCLUDING THE CLOSING DATE TO AND INCLUDING THE
TERMINATION DATE IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING
NOT TO EXCEED THE MAXIMUM CREDIT AS IN EFFECT FROM TIME TO TIME.
(B)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DURING SUCH
PERIOD THE BORROWERS MAY (I) BORROW, (II) REPAY THE LOAN, IN FULL OR IN PART,
WITHOUT PENALTY, AND (III) REBORROW HEREUNDER; PROVIDED THAT, NOTWITHSTANDING
THE FOREGOING, THE LENDER SHALL HAVE NO OBLIGATION TO MAKE LOANS TO THE
BORROWERS IN EXCESS OF THE THEN CURRENT MAXIMUM CREDIT AND, IN THE EVENT THE
OBLIGATION OF THE LENDER TO MAKE LOANS TO THE BORROWERS IS TERMINATED AS
PERMITTED HEREUNDER, THE LENDER SHALL HAVE NO FURTHER OBLIGATION TO MAKE
ADDITIONAL LOANS HEREUNDER.
SECTION 2.02
NOTE.
(A)
THE LOANS MADE BY THE LENDER SHALL BE EVIDENCED BY A NOTE DULY
EXECUTED AND DELIVERED BY THE BORROWERS.
THE LENDER SHALL HAVE THE RIGHT TO
HAVE ITS NOTE SUBDIVIDED, BY EXCHANGE FOR PROMISSORY NOTES OF LESSER
DENOMINATIONS OR OTHERWISE.
(B)
THE DATE, AMOUNT AND INTEREST RATE OF EACH LOAN MADE BY THE LENDER
TO THE BORROWERS, AND EACH PAYMENT MADE ON ACCOUNT OF THE PRINCIPAL THEREOF,
SHALL BE RECORDED BY THE LENDER ON ITS BOOKS AND, PRIOR TO ANY TRANSFER