doubt, an operating
account shall not constitute an Unrestricted Investment Account.
24
"Unused Revolving Credit Commitment":
as to any Lender at any particular time
during the Revolving Credit Commitment Period, an amount equal to the excess, if
any, of the Revolving Credit Commitment of such Lender at such time over the
Revolving Credit Exposure of such Lender at such time.
"USA Patriot Act":
the Uniting Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law
107-56, as the same has been, or shall hereafter be, renewed, extended, amended
or replaced.
"Withdrawal Liability":
any withdrawal liability as defined in Section 4201 of
ERISA.
1.2
Other Definitional Provisions.
(a)
Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Notes, the other Loan Documents or any certificate or other
document made or delivered pursuant hereto or thereto.
Except as otherwise
provided in this Agreement, all computations and determinations as to accounting
or financial matters and all financial statements to be delivered pursuant to
this Agreement shall be made and prepared in accordance with GAAP (including
principals of consolidation where appropriate).
As used herein and in the Notes
and the other Loan Documents, and any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms relating to the Parent
and its Subsidiaries not defined in Section 1.1 and accounting terms partly
defined in Section 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP.
(B)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SUBSECTION,
SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE
SPECIFIED.
(C)
THE MEANINGS GIVEN TO TERMS DEFINED IN THIS AGREEMENT SHALL BE
EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
SECTION 2.
LOANS AND TERMS OF COMMITMENTS
2.1
Commitments.
(A)
REVOLVING CREDIT COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, EACH REVOLVING CREDIT LENDER SEVERALLY AGREES TO MAKE REVOLVING CREDIT
LOANS (THE "REVOLVING CREDIT LOANS") TO THE BORROWER FROM TIME TO TIME DURING
THE REVOLVING CREDIT COMMITMENT PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY
ONE TIME OUTSTANDING NOT TO EXCEED THE AMOUNT OF SUCH LENDER'S REVOLVING CREDIT
COMMITMENT MINUS THE SUM OF SUCH LENDER'S REVOLVING CREDIT COMMITMENT PERCENTAGE
OF ALL LETTER OF CREDIT OBLIGATIONS THEN OUTSTANDING; PROVIDED THAT NO REVOLVING
CREDIT LOAN SHALL BE MADE IF, AFTER GIVING EFFECT THERETO AND THE SIMULTANEOUS
APPLICATION OF THE PROCEEDS THEREOF, THE REVOLVING CREDIT EXPOSURE OF ALL
REVOLVING CREDIT LENDERS WOULD EXCEED THE REVOLVING CREDIT COMMITMENTS OF ALL
REVOLVING CREDIT LENDERS AT SUCH TIME.
IF AT ANY TIME THE AGGREGATE REVOLVING
CREDIT EXPOSURE OF ALL OF THE REVOLVING CREDIT LENDERS EXCEEDS THE REVOLVING
CREDIT COMMITMENTS OF ALL OF THE REVOLVING CREDIT LENDERS AT SUCH TIME, THE
BORROWER SHALL PROMPTLY PREPAY THE EXCESS TO