STATEMENTS REFERRED TO IN SECTION 3.05.
IN THE
EVENT THAT ANY CHANGE IN GAAP MATERIALLY AFFECTS ANY PROVISION OF THIS
AGREEMENT, THE PARTIES HERETO AGREE THAT, AT THE REQUEST OF THE BORROWER OR THE
REQUIRED LENDERS, THEY SHALL NEGOTIATE IN GOOD FAITH IN ORDER TO AMEND THE
AFFECTED PROVISIONS IN SUCH A WAY AS WILL RESTORE THE PARTIES TO THEIR
RESPECTIVE POSITIONS PRIOR TO SUCH CHANGE, AND, FOLLOWING ANY SUCH REQUEST,
UNTIL SUCH AMENDMENT BECOMES EFFECTIVE, THE BORROWER'S COMPLIANCE WITH SUCH
PROVISIONS SHALL BE DETERMINED ON THE BASIS OF GAAP AS IN EFFECT IMMEDIATELY
BEFORE SUCH CHANGE IN GAAP BECAME EFFECTIVE.
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 STANDBY LOANS TO THE BORROWER, AT ANY TIME
AND FROM TIME TO TIME ON AND AFTER THE DATE HEREOF AND UNTIL THE EARLIER OF THE
MATURITY DATE AND THE TERMINATION OF THE COMMITMENT OF SUCH LENDER, IN AN
AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN
(A) THE REVOLVING CREDIT EXPOSURE OF ANY LENDER EXCEEDING SUCH LENDER'S
COMMITMENT OR (B) THE SUM OF THE REVOLVING CREDIT EXPOSURES PLUS THE OUTSTANDING
AGGREGATE PRINCIPAL AMOUNT OF ALL COMPETITIVE LOANS EXCEEDING THE TOTAL
COMMITMENT.
WITHIN THE FOREGOING LIMITS, THE BORROWER MAY BORROW, PAY OR PREPAY
AND REBORROW HEREUNDER, ON AND AFTER THE DATE HEREOF AND PRIOR TO THE MATURITY
DATE, SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS SET FORTH HEREIN.
19
SECTION 2.02.
LOANS.
(A)
EACH STANDBY LOAN SHALL BE MADE AS PART OF A
BORROWING CONSISTING OF LOANS MADE BY THE LENDERS RATABLY IN ACCORDANCE WITH
THEIR COMMITMENTS; PROVIDED, HOWEVER, THAT THE FAILURE OF ANY LENDER TO MAKE ANY
STANDBY 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).
EACH COMPETITIVE LOAN SHALL BE MADE IN ACCORDANCE
WITH THE PROCEDURES SET FORTH IN SECTION 2.03.
THE STANDBY LOANS OR COMPETITIVE
LOANS OR SWINGLINE LOANS COMPRISING ANY BORROWING SHALL BE (I) IN THE CASE OF
COMPETITIVE LOANS, IN AN AGGREGATE PRINCIPAL AMOUNT WHICH IS AN INTEGRAL
MULTIPLE OF $1,000,000 AND NOT LESS THAN $10,000,000, (II) IN THE CASE OF
STANDBY LOANS, IN AN AGGREGATE PRINCIPAL AMOUNT WHICH IS AN INTEGRAL MULTIPLE OF
$1,000,000 AND NOT LESS THAN (A) $5,000,000 IN THE CASE OF EURODOLLAR STANDBY
LOANS AND (B) $1,000,000 IN THE CASE OF ABR LOANS (OR, IN EACH CASE, AN
AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE REMAINING BALANCE OF THE AVAILABLE
COMMITMENTS) AND (III) IN THE CASE OF SWINGLINE LOANS, IN AN AGGREGATE PRINCIPAL
AMOUNT WHICH IS AN INTEGRAL MULTIPLE OF $1,000,000.
(B)
EACH COMPETITIVE BORROWING SHALL BE COMPRISED ENTIRELY OF EURODOLLAR
COMPETITIVE LOANS OR FIXED RATE LOANS, AND EACH STANDBY BORROWING SHALL BE
COMPRISED ENTIRELY OF EURODOLLAR STANDBY LOANS