SHALL BE CONSTRUED IN CONFORMITY WITH,
AND ALL FINANCIAL DATA (INCLUDING FINANCIAL RATIOS AND OTHER FINANCIAL
CALCULATIONS) REQUIRED TO BE SUBMITTED PURSUANT TO THIS AGREEMENT SHALL BE
PREPARED IN CONFORMITY WITH, GAAP APPLIED ON A CONSISTENT BASIS, AS IN EFFECT
FROM TIME TO TIME, APPLIED IN A MANNER CONSISTENT WITH THAT USED IN PREPARING
THE AUDITED FINANCIAL STATEMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PRESCRIBED
HEREIN.
(B)
CHANGES IN GAAP.
IF AT ANY TIME ANY CHANGE
IN GAAP WOULD AFFECT THE COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET
FORTH IN ANY LOAN DOCUMENT, AND EITHER THE LEAD BORROWER OR THE REQUIRED LENDERS
SHALL SO REQUEST, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWERS SHALL
NEGOTIATE IN GOOD FAITH TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE
ORIGINAL INTENT THEREOF IN LIGHT OF SUCH CHANGE IN GAAP (SUBJECT TO THE APPROVAL
OF THE REQUIRED LENDERS); PROVIDED THAT, UNTIL SO AMENDED, (I) SUCH RATIO OR
REQUIREMENT SHALL CONTINUE TO BE COMPUTED IN ACCORDANCE WITH GAAP PRIOR TO SUCH
CHANGE THEREIN AND (II) THE BORROWERS SHALL PROVIDE TO THE ADMINISTRATIVE AGENT
AND THE LENDERS FINANCIAL STATEMENTS AND OTHER DOCUMENTS REQUIRED UNDER THIS
AGREEMENT OR AS REASONABLY REQUESTED HEREUNDER SETTING FORTH A RECONCILIATION
BETWEEN CALCULATIONS OF SUCH RATIO OR REQUIREMENT MADE BEFORE AND AFTER GIVING
EFFECT TO SUCH CHANGE IN GAAP.
1.04
Times of Day.
Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).
1.05
Letter of Credit Amounts.
Unless otherwise specified, all
references herein to the amount of a Letter of Credit at any time shall be
deemed to be the Stated Amount of such Letter of Credit in effect at such time;
provided, however, that, except as otherwise provided in Section 2.03(h), with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Documents related thereto, provides for one or more automatic increases in the
Stated Amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum Stated Amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum Stated Amount is in effect at such
time.
ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01
Committed Loans; Reserves.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE LOANS (EACH SUCH LOAN, A
"COMMITTED LOAN") TO THE BORROWERS FROM TIME
46
TO TIME, ON ANY BUSINESS DAY DURING THE AVAILABILITY PERIOD, IN AN AGGREGATE
AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING THE LESSER OF (X) THE AMOUNT OF
SUCH LENDER'S COMMITMENT, OR (Y) SUCH LENDER'S APPLICABLE PERCENTAGE OF THE
BORROWING BASE; SUBJECT IN EACH CASE TO THE FOLLOWING LIMITATIONS:
(I)
AFTER GIVING EFFECT TO ANY COMMITTED
BORROWING, THE TOTAL OUTSTANDINGS SHALL NOT EXCEED THE LESSER OF (A) THE
AGGREGATE COMMITMENTS, OR (B) THE BORROWING BASE;
(II)
AFTER GIVING EFFECT TO ANY COMMITTED
BORROWING, THE AGGREGATE OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY
LENDER,