WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED
BY THE PHRASE "WITHOUT LIMITATION".
THE WORD "WILL" SHALL BE CONSTRUED TO HAVE
THE SAME MEANING AND EFFECT AS THE 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
19
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 IN A LOAN DOCUMENT TO ARTICLES,
SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO ARTICLES AND
SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THE LOAN DOCUMENT IN WHICH SUCH
REFERENCES APPEAR 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.
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 BORROWER NOTIFIES THE ADMINISTRATIVE 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, REGARDLESS OF WHETHER ANY SUCH NOTICE IS GIVEN
BEFORE OR AFTER SUCH CHANGE IN GAAP OR IN THE APPLICATION THEREOF, THEN (I) THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER SHALL NEGOTIATE IN GOOD FAITH
TO AMEND SUCH PROVISION TO PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF SUCH
CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED LENDERS) AND (II) 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SHALL HAVE BEEN WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE HEREWITH.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
COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER AGREES TO MAKE LOANS TO THE BORROWER FROM TIME TO TIME
DURING THE AVAILABILITY PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT
RESULT IN (A) SUCH LENDER'S CREDIT EXPOSURE EXCEEDING SUCH LENDER'S COMMITMENT
OR (B) THE TOTAL CREDIT EXPOSURES EXCEEDING THE TOTAL COMMITMENTS.
THE
COMMITMENTS ARE NOT REVOLVING IN NATURE AND AMOUNTS REPAID OR PREPAID MAY NOT BE
REBORROWED.
SECTION 2.02
LOANS AND BORROWINGS.
(A)
EACH LOAN SHALL BE MADE AS PART OF A BORROWING CONSISTING OF LOANS
MADE BY THE LENDERS RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS.
THE FAILURE OF ANY LENDER TO MAKE