DOCUMENT, THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY AGREEMENT OR CONTRACT REFERRED TO
HEREIN OR IN APPENDIX A HERETO SHALL MEAN SUCH AGREEMENT OR CONTRACT, AS
MODIFIED, AMENDED, SUPPLEMENTED OR RESTATED AND IN EFFECT FROM TIME TO TIME,
SUBJECT TO ANY APPLICABLE RESTRICTIONS SET FORTH IN SUCH LOAN DOCUMENT.
UNLESS
OTHERWISE SPECIFIED, AS USED IN THE LOAN DOCUMENTS OR IN ANY CERTIFICATE,
REPORT, INSTRUMENT OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT TO ANY OF THE
LOAN DOCUMENTS, ALL ACCOUNTING TERMS NOT DEFINED IN APPENDIX A HERETO OR
ELSEWHERE IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL HAVE THE MEANINGS
ASSIGNED TO SUCH TERMS IN AND SHALL BE INTERPRETED IN ACCORDANCE WITH GAAP.
IF
ANY CHANGE IN GAAP RESULTS IN A CHANGE IN THE CALCULATION OF THE FINANCIAL
COVENANTS OR INTERPRETATION OF RELATED PROVISIONS OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, THEN
1
BORROWER, AGENT, LENDERS AND THE OTHER CREDIT PARTIES AGREE TO AMEND SUCH
PROVISIONS OF THIS AGREEMENT SO AS TO EQUITABLY REFLECT SUCH CHANGES IN GAAP
WITH THE DESIRED RESULT THAT THE CRITERIA FOR EVALUATING THE CREDIT PARTIES'
FINANCIAL CONDITION SHALL BE THE SAME AFTER SUCH CHANGE IN GAAP AS IF SUCH
CHANGE HAD NOT BEEN MADE, PROVIDED THAT, NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, THE REQUISITE LENDERS' AGREEMENT TO ANY AMENDMENT OF SUCH
PROVISIONS SHALL BE SUFFICIENT TO BIND ALL LENDERS; AND, PROVIDED FURTHER, UNTIL
SUCH TIME AS THE FINANCIAL COVENANTS AND THE RELATED PROVISIONS OF THIS
AGREEMENT HAVE BEEN AMENDED IN ACCORDANCE WITH THE TERMS OF THIS PARAGRAPH, THE
CALCULATIONS OF FINANCIAL COVENANTS AND THE INTERPRETATION OF ANY RELATED
PROVISIONS SHALL BE CALCULATED AND INTERPRETED IN ACCORDANCE WITH GAAP AS IN
EFFECT IMMEDIATELY PRIOR TO SUCH CHANGE IN GAAP.
II.
CREDITS
2.1
REVOLVING FACILITY
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT,
EACH LENDER AGREES TO MAKE AVAILABLE TO BORROWER ITS PRO RATA SHARE OF ADVANCES
UNDER THE REVOLVING FACILITY FROM TIME TO TIME DURING THE TERM; PROVIDED, THAT
(I) THE PRO RATA SHARE OF ADVANCES OF ANY LENDER SHALL NOT AT ANY TIME EXCEED
SUCH LENDER'S COMMITMENT UNDER THE REVOLVING FACILITY AND (II) THE AGGREGATE
AMOUNT OF ALL ADVANCES AT ANY TIME OUTSTANDING UNDER THE REVOLVING FACILITY
SHALL NOT EXCEED THE LESSER OF (X) THE FACILITY CAP IN EFFECT AT SUCH TIME LESS
THE LETTER OF CREDIT USAGE THEN IN EFFECT AND (Y) THE AGGREGATE BORROWING
AVAILABILITY THEN IN EFFECT.
THE OBLIGATIONS OF THE LENDERS UNDER THE REVOLVING
FACILITY SHALL BE SEVERAL, AND NOT JOINT OR JOINT AND SEVERAL.
THE REVOLVING
FACILITY IS A REVOLVING CREDIT FACILITY THAT MAY BE DRAWN, REPAID AND REDRAWN
FROM TIME TO TIME AS PERMITTED UNDER THIS AGREEMENT.
BORROWER MAY NOT AT ANY
TIME INCREASE, REDUCE OR OTHERWISE ADJUST THE FACILITY CAP.
AGENT SHALL HAVE
THE RIGHT TO ESTABLISH AND READJUST FROM TIME TO TIME, IN ITS PERMITTED
DISCRETION, RESERVES UNDER THE REVOLVING FACILITY, WHICH RESERVES SHALL HAVE THE
EFFECT OF REDUCING THE AMOUNTS OTHERWISE AVAILABLE TO BE DISBURSED TO BORROWER
UNDER