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
PARENT BORROWER (ON BEHALF OF THE BORROWERS) NOTIFIES THE ADMINISTRATIVE AGENT
THAT THE BORROWERS REQUEST 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 PARENT BORROWER (ON BEHALF OF THE BORROWERS) 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HAVE BECOME EFFECTIVE UNTIL SUCH NOTICE SHALL HAVE BEEN WITHDRAWN OR SUCH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.
ARTICLE II
THE CREDITS
SECTION 2.01.
TRANCHE 2 AND TRANCHE 3 COMMITMENTS.
(A)
SUBJECT TO AND UPON
THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH TRANCHE 2 LENDER SEVERALLY
AGREES, AT ANY TIME AND FROM TIME TO TIME ON AND AFTER THE EFFECTIVE DATE AND
PRIOR TO THE COMMITMENT EXPIRATION DATE, TO MAKE A REVOLVING LOAN OR LOANS
(EACH, A "TRANCHE 2 LOAN" AND, COLLECTIVELY, THE "TRANCHE 2 LOANS") TO ONE OR
MORE OF THE TRANCHE 2/3 BORROWERS (ON A SEVERAL BASIS), WHICH TRANCHE 2 LOANS
(I) SHALL BE DENOMINATED IN DOLLARS; (II) MAY BE REPAID AND REBORROWED IN
ACCORDANCE WITH THE PROVISIONS HEREOF; (III) EXCEPT AS HEREINAFTER PROVIDED,
MAY, AT THE OPTION OF THE RESPECTIVE TRANCHE 2/3 BORROWER, BE INCURRED AND
MAINTAINED AS, AND/OR CONVERTED INTO, ABR LOANS OR EURODOLLAR LOANS, PROVIDED
THAT ALL TRANCHE 2 LOANS MADE AS PART OF THE SAME BORROWING SHALL, UNLESS
OTHERWISE SPECIFIED HEREIN, CONSIST OF TRANCHE 2 LOANS OF THE SAME TYPE; (IV)
SHALL NOT EXCEED FOR ANY TRANCHE 2 LENDER AT ANY TIME OUTSTANDING THAT AGGREGATE
PRINCIPAL
29
AMOUNT WHICH, WHEN ADDED TO SUCH TRANCHE 2 LENDER'S TRANCHE 2 PERCENTAGE OF ALL
TRANCHE 2 LETTER OF CREDIT OUTSTANDINGS (IF ANY) (EXCLUSIVE OF TRANCHE 2 UNPAID
DRAWINGS WHICH ARE REPAID WITH THE PROCEEDS OF, AND SIMULTANEOUSLY WITH THE
INCURRENCE OF, THE RESPECTIVE INCURRENCE OF TRANCHE 2 LOANS) AT SUCH TIME,
EQUALS THE TRANCHE 2 COMMITMENT OF SUCH TRANCHE 2 LENDER AT SUCH TIME; (V) MAY
NOT BE INCURRED BY ANY TRANCHE 2/3 BORROWER IF SUCH TRANCHE 2 LOANS, WHEN ADDED
TO (X) ALL TRANCHE 2 LETTER OF CREDIT OUTSTANDINGS AND (Y) THE AGGREGATE
PRINCIPAL AMOUNT OF ALL TRANCHE 2 LOANS THEN OUTSTANDING, EXCEEDS THE TOTAL
TRANCHE 2 COMMITMENT AT SUCH TIME; (VI) MAY NOT BE INCURRED BY ANY TRANCHE 2/3
BORROWER IF SUCH TRANCHE 2 LOANS, WHEN ADDED TO THE AGGREGATE PRINCIPAL AMOUNT
OF ALL