TO THIS CREDIT AGREEMENT SHALL BE PREPARED IN CONFORMITY WITH,
ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS, APPLIED IN A MANNER
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CONSISTENT WITH THAT USED IN PREPARING THE APPLICABLE BORROWER'S AUDITED
CONSOLIDATED FINANCIAL STATEMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PRESCRIBED
HEREIN.
(B)
IF AT ANY TIME ANY CHANGE IN ACCOUNTING PRINCIPLES WOULD AFFECT
THE COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN ANY LOAN
DOCUMENT, AND THE ADMINISTRATIVE AGENT SHALL SO REQUEST, THE BORROWER AND THE
CREDIT PARTIES SHALL NEGOTIATE IN GOOD FAITH TO AMEND SUCH RATIO OR REQUIREMENT
TO PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF SUCH CHANGE IN ACCOUNTING
PRINCIPLES; PROVIDED THAT, UNTIL SO AMENDED, SUCH RATIO OR REQUIREMENT SHALL
CONTINUE TO BE COMPUTED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES PRIOR TO SUCH
CHANGE.
Rounding.
Any financial ratios required to be maintained by a Borrower pursuant
to this Agreement shall be calculated by dividing the appropriate component by
the other component; provided that if the resulting ratio is expressed in more
decimal places than the ratio given herein, the resulting ratio shall be rounded
up or down to the nearest matching numeral in the corresponding decimal place to
the ratio given herein (rounded up if numeral to be rounded is five).
Times of Day.
Unless otherwise specified, all references herein to times of day
shall be references to U.S. Eastern standard time (daylight or standard, as
applicable).
2.
REVOLVING CREDIT LOANS; LETTER OF
CREDIT.
2.1
THE REVOLVING COMMITMENT.
(A)
COMMITTED AMOUNTS.
SUBJECT TO THE TERMS AND CONDITIONS HEREIN SET
FORTH, EACH LENDER AGREES, FROM TIME TO TIME DURING THE COMMITMENT PERIOD, TO
EXTEND TO THE BORROWER ITS RATABLE SHARE OF REVOLVING CREDIT LOANS (EACH A
"LOAN"), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED ITS RATABLE SHARE OF THE
LOAN SUBLIMIT.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS CREDIT AGREEMENT,
EACH SUCH LOAN MAY BE REPAID AND, DURING THE COMMITMENT PERIOD, REBORROWED.
(B)
LIMITATION ON LOANS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN CONTAINED, A LENDER SHALL NOT BE REQUIRED TO ADVANCE ANY BORROWING,
CONVERSION OR ROLLOVER TO THE BORROWER IF AFTER GIVING EFFECT TO SUCH BORROWING,
CONVERSION OR ROLLOVER:
(I)
THE TOTAL OUTSTANDINGS WOULD EXCEED THE TOTAL COMMITMENT;
(II)
THE LENDER'S TOTAL OUTSTANDINGS WOULD EXCEED ITS COMMITMENT;
(III)
AN ASSET COVERAGE SHORTFALL WOULD EXIST; OR
(IV)
AN EVENT OF DEFAULT OR A POTENTIAL DEFAULT EXISTS.
2.2
MANNER OF BORROWING.
(A)
DELIVERY OF REQUEST FOR LOAN.
THE BORROWER MAY REQUEST A LOAN BY
DELIVERING TO THE ADMINISTRATIVE AGENT NOTICE OF THE DATE OF SUCH REQUESTED
LOAN, WHICH NOTICE MAY BE BY TELEPHONE, IF CONFIRMED IN WRITING BY FACSIMILE IN
THE FORM ATTACHED HERETO AS EXHIBIT
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B (WITH BLANKS APPROPRIATELY COMPLETED IN CONFORMITY HEREWITH) (A "REQUEST FOR
BORROWING").
NO REQUEST FOR BORROWING SHALL BE EFFECTIVE UNTIL A DULY EXECUTED
WRITTEN VERSION THEREOF HAS BEEN RECEIVED BY THE ADMINISTRATIVE AGENT.
EACH
REQUEST FOR BORROWING SHALL ALSO SPECIFY:
(I) THE AMOUNT REQUESTED;
(II) WHETHER SUCH LOAN WILL BE A BASE RATE LOAN OR A LIBOR RATE