TERMS OF AN ACCOUNTING OR FINANCIAL NATURE SHALL BE CONSTRUED IN ACCORDANCE WITH
GAAP, AS IN EFFECT ON THE DATE HEREOF UNLESS AGREED TO BY BORROWERS AND THE
REQUIRED LENDERS.
IN THE EVENT THAT ANY "ACCOUNTING CHANGE" (AS DEFINED BELOW)
SHALL OCCUR AND SUCH CHANGE RESULTS IN A CHANGE IN THE METHOD OF CALCULATION OF
FINANCIAL COVENANTS, STANDARDS OR TERMS IN THIS AGREEMENT, THEN THE BORROWERS
AND THE ADMINISTRATIVE AGENT AGREE TO ENTER INTO NEGOTIATIONS IN ORDER TO AMEND
SUCH PROVISIONS OF THIS AGREEMENT SO AS TO EQUITABLY REFLECT SUCH ACCOUNTING
CHANGES WITH THE DESIRED RESULT THAT THE CRITERIA FOR EVALUATING THE BORROWERS'
FINANCIAL CONDITION SHALL BE THE SAME AFTER SUCH ACCOUNTING CHANGES AS IF SUCH
ACCOUNTING CHANGES HAD NOT BEEN MADE.
UNTIL SUCH TIME AS SUCH AN AMENDMENT
SHALL HAVE BEEN EXECUTED AND DELIVERED BY BORROWERS AND THE REQUIRED LENDERS,
ALL FINANCIAL COVENANTS, STANDARDS AND TERMS IN THIS AGREEMENT SHALL CONTINUE TO
BE CALCULATED OR CONSTRUED AS IF SUCH ACCOUNTING CHANGES HAD NOT OCCURRED.
"ACCOUNTING CHANGES" REFERS TO CHANGES IN ACCOUNTING PRINCIPLES REQUIRED BY THE
PROMULGATION OF ANY RULE, REGULATION, PRONOUNCEMENT OR OPINION BY THE FINANCIAL
ACCOUNTING STANDARDS BOARD OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC
ACCOUNTANTS OR, IF APPLICABLE, THE SECURITIES AND EXCHANGE COMMISSION (OR
SUCCESSORS THERETO OR AGENCIES WITH SIMILAR FUNCTIONS).
33
ARTICLE II.
THE CREDITS
SECTION 2.01
COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS AND RELYING UPON
THE REPRESENTATIONS AND WARRANTIES HEREIN SET FORTH, EACH LENDER AGREES,
SEVERALLY AND NOT JOINTLY TO MAKE REVOLVING LOANS TO BORROWERS, AT ANY TIME AND
FROM TIME TO TIME AFTER THE CLOSING DATE UNTIL THE EARLIER OF ONE BUSINESS DAY
PRIOR TO THE REVOLVING MATURITY DATE AND THE TERMINATION OF THE COMMITMENT OF
SUCH LENDER IN ACCORDANCE WITH THE TERMS HEREOF, IN AN AGGREGATE PRINCIPAL
AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN SUCH LENDER'S REVOLVING
EXPOSURE EXCEEDING THE LESSER OF (A) SUCH LENDER'S REVOLVING COMMITMENT AND
(B) SUCH LENDER'S PRO RATA PERCENTAGE MULTIPLIED BY THE BORROWING BASE THEN IN
EFFECT.
Within the limits set forth above and subject to the terms, conditions and
limitations set forth herein, Borrowers may borrow, pay or prepay and reborrow
Revolving Loans.
SECTION 2.02
LOANS.
(A)
EACH LOAN (OTHER THAN SWINGLINE LOANS) SHALL BE MADE
AS PART OF A BORROWING CONSISTING OF LOANS MADE BY THE LENDERS RATABLY IN
ACCORDANCE WITH THEIR APPLICABLE COMMITMENTS; PROVIDED THAT THE FAILURE OF ANY
LENDER TO MAKE ANY LOAN SHALL NOT IN ITSELF RELIEVE ANY OTHER LENDER OF ITS
OBLIGATION TO LEND HEREUNDER (IT BEING UNDERSTOOD, HOWEVER, THAT NO LENDER SHALL
BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE ANY LOAN REQUIRED TO
BE MADE BY SUCH OTHER LENDER).
EXCEPT FOR LOANS DEEMED MADE PURSUANT TO
SECTION 2.02(F), LOANS (OTHER THAN SWINGLINE LOANS) COMPRISING ANY BORROWING
SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT THAT IS (I) IN THE CASE OF ABR
REVOLVING LOANS, INTEGRAL MULTIPLES OF $500,000 AND NOT LESS THAN $500,000 OR
(B) IN THE CASE OF EURODOLLAR REVOLVING LOANS, AN