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.
14
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
COMPANY NOTIFIES THE ADMINISTRATIVE AGENT THAT THE COMPANY 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 ADMINISTRATIVE AGENT NOTIFIES THE COMPANY 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SUCH NOTICE SHALL HAVE BEEN WITHDRAWN OR SUCH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.
FOR PURPOSES OF CALCULATING ALL
FINANCIAL COVENANTS AND ALL OTHER COVENANTS, ANY ACQUISITION OR ANY SALE OR
OTHER DISPOSITION OUTSIDE THE ORDINARY COURSE OF BUSINESS BY ANY BORROWER OR ANY
OF ITS SUBSIDIARIES OF ANY ASSET OR GROUP OF RELATED ASSETS IN ONE OR A SERIES
OF RELATED TRANSACTIONS, INCLUDING THE INCURRENCE OF ANY INDEBTEDNESS AND ANY
RELATED FINANCING OR OTHER TRANSACTIONS IN CONNECTION WITH ANY OF THE FOREGOING,
OCCURRING DURING THE PERIOD FOR WHICH SUCH MATTERS ARE CALCULATED SHALL BE
DEEMED TO HAVE OCCURRED ON THE FIRST DAY OF THE RELEVANT PERIOD FOR WHICH SUCH
MATTERS WERE CALCULATED ON A PRO FORMA BASIS ACCEPTABLE TO THE ADMINISTRATIVE
AGENT.
ARTICLE II.
THE CREDITS
SECTION 2.01.
COMMITMENTS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER AGREES TO MAKE REVOLVING LOANS TO THE BORROWERS FROM TIME TO
TIME DURING THE AVAILABILITY PERIOD, ON A JOINT AND SEVERAL BASIS, IN AN
AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT IN SUCH LENDER'S REVOLVING
CREDIT EXPOSURE EXCEEDING SUCH LENDER'S COMMITMENT.
WITHIN THE FOREGOING LIMITS
AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE BORROWERS MAY
BORROW, PREPAY AND REBORROW REVOLVING LOANS.
(B)
THE BORROWERS MAY, WITH THE CONSENT OF THE ADMINISTRATIVE
AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), FROM TIME TO TIME
ELECT TO INCREASE THE AGGREGATE COMMITMENTS SO LONG AS, AFTER GIVING EFFECT
THERETO, THE TOTAL AMOUNT OF THE