REQUIRES, REFER TO THE APPROPRIATE
SECTION, SUBSECTION OR CLAUSE IN THIS AGREEMENT.
(D)
THE TERM "OR" IS DISJUNCTIVE; THE TERM "AND" IS CONJUNCTIVE.
THE
TERM "SHALL" IS MANDATORY; THE TERM "MAY" IS PERMISSIVE.
1.3
ACCOUNTING TERMS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
ALL ACCOUNTING TERMS NOT DEFINED IN THIS AGREEMENT SHALL BE CONSTRUED IN
CONFORMITY WITH 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 BORROWER, ADMINISTRATIVE AGENT OR ANY LENDER SHALL SO REQUEST,
BORROWER AND ADMINISTRATIVE AGENT 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 REQUISITE LENDERS), PROVIDED THAT,
UNTIL SO AMENDED, SUCH RATIO OR REQUIREMENT SHALL CONTINUE TO BE COMPUTED IN
ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND BORROWER SHALL PROVIDE TO
ADMINISTRATIVE AGENT AND LENDERS RECONCILIATION STATEMENTS REQUESTED BY
ADMINISTRATIVE AGENT (RECONCILING THE COMPUTATIONS OF SUCH FINANCIAL RATIOS AND
REQUIREMENTS FROM THE THEN-CURRENT GAAP COMPUTATIONS TO THE COMPUTATIONS UNDER
GAAP PRIOR TO SUCH CHANGE) IN CONNECTION THEREWITH.
FINANCIAL STATEMENTS AND
OTHER INFORMATION REQUIRED TO BE DELIVERED BY BORROWER TO LENDERS PURSUANT TO
SECTION 6.1 SHALL BE PREPARED IN ACCORDANCE WITH GAAP AS IN EFFECT AT THE TIME
OF SUCH PREPARATION (AND DELIVERED TOGETHER WITH THE RECONCILIATION STATEMENTS
PROVIDED FOR IN SECTION 6.1(D), IF APPLICABLE).
SUBJECT TO THE FOREGOING,
CALCULATIONS IN CONNECTION WITH THE DEFINITIONS, COVENANTS AND OTHER PROVISIONS
HEREOF SHALL UTILIZE ACCOUNTING PRINCIPLES AND POLICIES IN CONFORMITY WITH THOSE
USED TO PREPARE THE HISTORICAL FINANCIAL STATEMENTS.
1.4
ROUNDING.
ANY FINANCIAL RATIOS REQUIRED TO BE MAINTAINED BY
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 IN THIS
AGREEMENT AND ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A
ROUND-UP IF THERE IS NO NEAREST NUMBER), TO THE NUMBER OF PLACES BY WHICH SUCH
RATIO IS EXPRESSED IN THIS AGREEMENT.
1.5
EXHIBITS AND SCHEDULES.
ALL EXHIBITS AND SCHEDULES TO THIS
AGREEMENT, EITHER AS ORIGINALLY EXISTING OR AS THE SAME MAY FROM TIME TO TIME BE
SUPPLEMENTED, MODIFIED OR AMENDED WITH THE CONSENT OF REQUISITE LENDERS, ARE
INCORPORATED HEREIN BY THIS REFERENCE.
1.6
REFERENCES TO AGREEMENTS AND LAWS.
Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall include all amendments, restatements,
extensions, supplements and other modifications thereto (unless prohibited by
any Loan Document), and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.
29
SECTION II.
THE COMMITMENTS AND EXTENSIONS OF CREDIT
2.1
LOANS; MAXIMUM AMOUNTS.
(a)
Term Loan.
Subject to the terms and conditions set forth in this
Agreement, each Lender severally agrees to make a loan to the Borrower in
Dollars on the Closing Date in an