WORD "SHALL".
UNLESS THE
CONTEXT REQUIRES OTHERWISE (A) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE CONSTRUED AS REFERRING TO SUCH
AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM TIME TO TIME AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH
AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET 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.
(D)
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
PAYING 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 PAYING
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NOTICE SHALL HAVE BEEN WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE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.
(E)
AMENDMENT AND RESTATEMENT.
(A)
UPON THE RESTATEMENT EFFECTIVE DATE, THIS
AGREEMENT AMENDS, RESTATES AND SUPERSEDES IN ITS ENTIRETY THE EXISTING CREDIT
AGREEMENT.
(B)
THIS AGREEMENT IS GIVEN IN SUBSTITUTION OF THE EXISTING CREDIT AGREEMENT
AND NOT AS PAYMENT OF ANY OF THE OBLIGATIONS OF THE BORROWER THEREUNDER, AND IS
IN NO WAY INTENDED TO CONSTITUTE A NOVATION OF THE EXISTING CREDIT AGREEMENT.
(C)
THIS AGREEMENT AMENDS, RESTATES AND SUPERSEDES ONLY THE EXISTING CREDIT
AGREEMENT.
NOTHING CONTAINED HEREIN, UNLESS EXPRESSLY HEREIN STATED TO THE
CONTRARY, IS INTENDED TO AMEND, MODIFY OR OTHERWISE AFFECT ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED AND/OR DELIVERED IN CONNECTION WITH THE EXISTING
CREDIT AGREEMENT.
SECTION 13.
THE CREDITS
(A)
COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH
LENDER AGREES TO MAKE REVOLVING LOANS TO THE BORROWER IN DOLLARS FROM TIME TO
TIME 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 SUM OF THE TOTAL REVOLVING CREDIT EXPOSURES PLUS
THE AGGREGATE