AMENDED AND ANY SUCCESSOR THERETO AND THE RULES
AND REGULATIONS PROMULGATED FROM TIME TO TIME THEREUNDER, (III) ANY REFERENCE
HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND
ASSIGNS, (IV) THE WORDS "HEREIN", "HEREOF" AND "HEREUNDER", AND WORDS OF SIMILAR
IMPORT, SHALL BE CONSTRUED TO REFER TO THIS CREDIT AGREEMENT IN ITS ENTIRETY AND
NOT TO ANY PARTICULAR PROVISION HEREOF, (V) 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 CREDIT AGREEMENT, (VI) ANY
REFERENCE HEREIN TO A FISCAL YEAR OR FISCAL QUARTER SHALL BE CONSTRUED TO REFER
TO A FISCAL YEAR OR FISCAL QUARTER OF THE COMPANY, AND (VII) 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 1.4
ACCOUNTING TERMS; GAAP AND
STATUTORY ACCOUNTING PRINCIPLES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
ALL TERMS OF AN ACCOUNTING OR FINANCIAL NATURE SHALL BE CONSTRUED IN ACCORDANCE
WITH GAAP OR STATUTORY ACCOUNTING PRINCIPLES, AS APPLICABLE, AS IN EFFECT ON THE
AGREEMENT DATE. IF AT ANY TIME ANY CHANGE IN GAAP WOULD AFFECT THE COMPUTATION
OF ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN THIS CREDIT AGREEMENT, THE
COMPANY MAY ELECT TO (I) COMPUTE ANY SUCH RATIO OR REQUIREMENT IN ACCORDANCE
WITH GAAP AS AMENDED OR (II) CONTINUE TO COMPUTE ANY SUCH RATIO OR REQUIREMENT
IN ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN, PROVIDED THAT, IF THE
COMPANY ELECTS TO CONTINUE TO COMPUTE ANY SUCH RATIO OR REQUIREMENT IN
ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN, THE COMPANY SHALL PROVIDE THE
ADMINISTRATIVE AGENT AND THE LENDERS FINANCIAL STATEMENTS AND OTHER DOCUMENTS
REQUIRED UNDER THIS CREDIT AGREEMENT OR AS REASONABLY REQUESTED HEREUNDER
SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR REQUIREMENT
MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.
ARTICLE 2.
THE CREDITS
SECTION 2.1
COMMITMENTS. SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH HEREIN, EACH LENDER AGREES TO MAKE LOANS TO ANY
BORROWER IN DOLLARS FROM TIME TO TIME DURING THE AVAILABILITY PERIOD IN AN
AGGREGATE PRINCIPAL AMOUNT AS TO ALL BORROWERS THAT WILL NOT RESULT IN THE
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF SUCH LENDER'S LOANS TO ALL BORROWERS
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 LOANS.
SECTION 2.2
LOANS AND BORROWINGS.
(A)
EACH LOAN MADE TO A BORROWER SHALL BE MADE
AS PART OF A BORROWING CONSISTING OF LOANS MADE BY THE LENDERS TO SUCH BORROWER
RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE
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COMMITMENTS. THE FAILURE OF ANY LENDER TO MAKE ANY LOAN REQUIRED TO BE MADE BY
IT SHALL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATIONS HEREUNDER, PROVIDED
THAT THE COMMITMENTS OF THE LENDERS ARE SEVERAL, AND NO LENDER SHALL BE
RESPONSIBLE FOR ANY OTHER LENDER'S