Rate Loan or a LIBO Rate Loan.
"United States" or "U.S." means the United States of America, its fifty States
and the District of Columbia.
"Utilization Fee Rate" means, at any time, the percentage rate per annum at
which utilization fees are accruing pursuant to Section 3.4.2 at such time as
set forth within such Section.
"Welfare Plan" means a "welfare plan," as such term is defined in Section 3(l)
of ERISA.
"Yen" and "¥" means the lawful currency of Japan.
SECTION 1.2.
USE OF DEFINED TERMS.
UNLESS OTHERWISE DEFINED OR THE CONTEXT
OTHERWISE REQUIRES, TERMS FOR WHICH MEANINGS ARE PROVIDED IN THIS AGREEMENT
SHALL HAVE SUCH MEANINGS WHEN USED IN THE DISCLOSURE SCHEDULE AND IN EACH NOTE,
LOAN DOCUMENT, BORROWING REQUEST, CONTINUATION/CONVERSION NOTICE, NOTICE,
REQUEST AND OTHER COMMUNICATION DELIVERED FROM TIME TO TIME IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
16
SECTION 1.3.
CROSS-REFERENCES.
UNLESS OTHERWISE SPECIFIED, REFERENCES IN THIS
AGREEMENT AND IN EACH OTHER LOAN DOCUMENT TO ANY ARTICLE OR SECTION ARE
REFERENCES TO SUCH ARTICLE OR SECTION OF THIS AGREEMENT OR SUCH OTHER LOAN
DOCUMENT, AS THE CASE MAY BE, AND, UNLESS OTHERWISE SPECIFIED, REFERENCES IN ANY
ARTICLE, SECTION OR DEFINITION TO ANY CLAUSE ARE REFERENCES TO SUCH CLAUSE OF
SUCH ARTICLE, SECTION OR DEFINITION.
SECTION 1.4.
ACCOUNTING AND FINANCIAL DETERMINATIONS.
UNLESS OTHERWISE
SPECIFIED, ALL ACCOUNTING TERMS USED HEREIN OR IN ANY OTHER LOAN DOCUMENT SHALL
BE INTERPRETED, ALL ACCOUNTING DETERMINATIONS AND COMPUTATIONS HEREUNDER OR
THEREUNDER (INCLUDING UNDER SECTIONS 7.2.2 AND 7.2.4) SHALL BE MADE IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") AS IN EFFECT
ON THE EFFECTIVE DATE OF THIS AGREEMENT, AND ALL FINANCIAL STATEMENTS REQUIRED
TO BE DELIVERED HEREUNDER OR THEREUNDER SHALL BE PREPARED IN ACCORDANCE WITH
GAAP AS IN EFFECT ON THE DATE OF, OR FOR THE PERIOD COVERED BY, SUCH FINANCIAL
STATEMENTS, AND APPLIED IN THE PREPARATION OF THE FINANCIAL STATEMENTS REFERRED
TO IN SECTION 6.5.
ARTICLE II
MAKING THE LOANS
SECTION 2.1.
REVOLVING LOAN COMMITMENTS AND BORROWING PROCEDURE.
(A)
COMMITMENTS.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT (INCLUDING ARTICLE V), EACH LENDER SEVERALLY AND
FOR ITSELF ALONE AGREES THAT IT WILL MAKE REVOLVING LOANS PURSUANT TO ITS
REVOLVING LOAN COMMITMENT DESCRIBED IN THIS SECTION 2.1.
FROM TIME TO TIME, ON
ANY BUSINESS DAY OCCURRING PRIOR TO THE MATURITY DATE, EACH LENDER WILL MAKE
REVOLVING LOANS TO THE BORROWER EQUAL TO SUCH LENDER'S PERCENTAGE OF THE
AGGREGATE AMOUNT OF THE REVOLVING LOAN BORROWING REQUESTED BY THE BORROWER TO BE
MADE BY ALL LENDERS ON SUCH DAY.
NO LENDER SHALL BE REQUIRED TO MAKE ANY
REVOLVING LOAN IF, AFTER GIVING EFFECT THERETO,
(I)
THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF ALL LOANS (DETERMINED IN THE CASE OF LOANS DENOMINATED IN A CURRENCY
OTHER THAN DOLLARS ON THE BASIS OF THE DOLLAR EQUIVALENT THEREOF) OF ALL LENDERS
WOULD EXCEED THE COMMITMENT AMOUNT, OR
(II)
THE SUM OF THE
(A)
THEN AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF
ALL REVOLVING LOANS (DETERMINED IN THE CASE OF LOANS DENOMINATED IN A CURRENCY
OTHER