OF ANY AMOUNT FOR THE BORROWER AND ITS SUBSIDIARIES ON A
CONSOLIDATED BASIS OR ANY SIMILAR REFERENCE SHALL, IN
22
EACH CASE, BE DEEMED TO INCLUDE EACH VARIABLE INTEREST ENTITY THAT THE BORROWER
IS REQUIRED TO CONSOLIDATE PURSUANT TO FASB INTERPRETATION NO. 46 -
CONSOLIDATION OF VARIABLE INTEREST ENTITIES: AN INTERPRETATION OF ARB NO. 51
(JANUARY 2003) AS IF SUCH VARIABLE INTEREST ENTITY WERE A SUBSIDIARY AS DEFINED
HEREIN.
1.04
ROUNDING.
ANY FINANCIAL RATIOS REQUIRED TO BE MAINTAINED BY THE
BORROWER PURSUANT TO THIS AGREEMENT SHALL BE CALCULATED BY DIVIDING THE
APPROPRIATE COMPONENT BY THE OTHER COMPONENT, CARRYING THE RESULT TO ONE PLACE
MORE THAN THE NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED HEREIN AND
ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A ROUNDING-UP IF
THERE IS NO NEAREST NUMBER).
1.05
TIMES OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO
TIMES OF DAY SHALL BE REFERENCES TO EASTERN TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).
ARTICLE II.
THE BRIDGE FACILITY
2.01
THE BRIDGE LOANS.
(A) SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE A LOAN (EACH A "BRIDGE LOAN") TO
THE BORROWER ON THE CLOSING DATE IN THE AMOUNT OF SUCH LENDER'S COMMITMENT.
THE
BRIDGE BORROWING SHALL CONSIST OF BRIDGE LOANS MADE SIMULTANEOUSLY BY THE
LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGE OF THE BRIDGE
FACILITY.
AMOUNTS BORROWED UNDER THIS SECTION 2.01 AND REPAID OR PREPAID MAY
NOT BE REBORROWED.
(B)
EACH LENDER SHALL MAKE THE AMOUNT OF ITS BRIDGE LOAN AVAILABLE TO
THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS AT THE ADMINISTRATIVE
AGENT'S OFFICE NOT LATER THAN 1:00 P.M. ON THE CLOSING DATE.
UPON SATISFACTION
OF THE CONDITIONS SET FORTH IN SECTION 4.01, THE ADMINISTRATIVE AGENT SHALL MAKE
ALL FUNDS SO RECEIVED AVAILABLE TO THE BORROWER IN LIKE FUNDS AS RECEIVED BY THE
ADMINISTRATIVE AGENT EITHER BY (I) CREDITING THE ACCOUNT OF THE BORROWER ON THE
BOOKS OF BANC OF AMERICA BRIDGE WITH THE AMOUNT OF SUCH FUNDS OR (II) WIRE
TRANSFER OF SUCH FUNDS, IN EACH CASE IN ACCORDANCE WITH INSTRUCTIONS PROVIDED TO
(AND REASONABLY ACCEPTABLE TO) THE ADMINISTRATIVE AGENT BY THE BORROWER.
(C)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND
THE LENDERS OF THE INTEREST RATE APPLICABLE TO ANY INTEREST PERIOD UPON
DETERMINATION OF SUCH INTEREST RATE.
2.02
CONVERSION TO ROLLOVER LOANS.
(A) ON THE BRIDGE MATURITY DATE, OR
SUCH LATER DATE AS PERMITTED BY THE NEXT SENTENCE OF THIS SECTION 2.02(A), THE
BRIDGE LOANS OF EACH LENDER SHALL AUTOMATICALLY BE CONVERTED TO A SENIOR TERM
LOAN MATURING ON THE ROLLOVER MATURITY DATE (EACH, A "ROLLOVER LOAN") IF THE
FOLLOWING CONDITIONS SHALL HAVE BEEN SATISFIED ON SUCH DATE: (I) NO DEFAULT OR
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, (II) ALL FEES DUE TO THE
ARRANGER AND THE LENDERS SHALL HAVE BEEN PAID IN FULL AND (III) THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE FROM A RESPONSIBLE
OFFICER OF THE BORROWER CERTIFYING TO THE FOREGOING AND REQUESTING