Lender's Swingline Exposure at such
time.
30
"Unutilized Swingline Commitment" shall mean, with respect to the Swingline
Lender at any time, the Swingline Commitment at such time less the aggregate
principal amount of all Swingline Loans that are outstanding at such time.
"Wachovia" shall mean Wachovia Bank, National Association, and its successors
and assigns.
"Wholly Owned" shall mean, with respect to any Subsidiary of any Person, that
100% of the outstanding Capital Stock of such Subsidiary (excluding any
directors' qualifying shares and shares required to be held by foreign
nationals, in the case of a Foreign Subsidiary) is owned, directly or
indirectly, by such Person.
1.2
ACCOUNTING TERMS.
UNLESS OTHERWISE
SPECIFIED HEREIN, ALL ACCOUNTING TERMS USED HEREIN SHALL BE INTERPRETED, ALL
ACCOUNTING DETERMINATIONS HEREUNDER SHALL BE MADE, AND ALL FINANCIAL STATEMENTS
REQUIRED TO BE DELIVERED HEREUNDER SHALL BE PREPARED IN ACCORDANCE WITH, GAAP
APPLIED ON A BASIS CONSISTENT WITH THE MOST RECENT AUDITED CONSOLIDATED
FINANCIAL STATEMENTS OF THE COMPANY DELIVERED TO THE LENDERS PRIOR TO THE
CLOSING DATE; PROVIDED THAT IF THE COMPANY NOTIFIES THE ADMINISTRATIVE AGENT
THAT IT WISHES TO AMEND ANY FINANCIAL COVENANT IN ARTICLE VII TO ELIMINATE THE
EFFECT OF ANY CHANGE IN GAAP ON THE OPERATION OF SUCH COVENANT (OR IF THE
ADMINISTRATIVE AGENT NOTIFIES THE COMPANY THAT THE REQUIRED LENDERS WISH TO
AMEND ARTICLE VII FOR SUCH PURPOSE), THEN THE COMPANY'S COMPLIANCE WITH SUCH
COVENANT SHALL BE DETERMINED ON THE BASIS OF GAAP AS IN EFFECT IMMEDIATELY
BEFORE THE RELEVANT CHANGE IN GAAP BECAME EFFECTIVE, UNTIL EITHER SUCH NOTICE IS
WITHDRAWN OR SUCH COVENANT IS AMENDED IN A MANNER SATISFACTORY TO THE COMPANY
AND THE REQUIRED LENDERS.
1.3
TYPES OF BORROWINGS.
BORROWINGS AND LOANS
HEREUNDER ARE DISTINGUISHED BY "CLASS," "TYPE" AND APPLICABLE CURRENCY.
THE
"CLASS" OF A LOAN OR OF A COMMITMENT TO MAKE SUCH A LOAN OR OF A BORROWING
COMPRISING SUCH LOANS REFERS TO WHETHER SUCH LOAN IS A TRANCHE A TERM LOAN,
INCREMENTAL TERM LOAN OF A PARTICULAR SERIES, OR REVOLVING LOAN, EACH OF WHICH
CONSTITUTES A CLASS.
THE "TYPE" OF A LOAN REFERS TO WHETHER SUCH LOAN IS A BASE
RATE LOAN, DOLLAR LIBOR LOAN, OR FOREIGN CURRENCY REVOLVING LOAN.
THE TERM
"BORROWING" REFERS TO THE PORTION OF THE AGGREGATE PRINCIPAL AMOUNT OF LOANS OF
ANY CLASS OUTSTANDING HEREUNDER THAT BEARS INTEREST OF A SPECIFIC TYPE AND FOR A
COMMON INTEREST PERIOD AND THAT CONSISTS OF LOANS DENOMINATED IN A COMMON
CURRENCY.
BORROWINGS AND LOANS MAY (BUT NEED NOT) BE IDENTIFIED BOTH BY CLASS,
TYPE AND/OR APPLICABLE CURRENCY (E.G., A "BASE RATE DOLLAR REVOLVING LOAN" IS A
LOAN THAT BEARS INTEREST AT THE BASE RATE, THAT IS A REVOLVING LOAN AND THAT IS
DENOMINATED IN DOLLARS).
1.4
OTHER TERMS; CONSTRUCTION.
(A)
UNLESS OTHERWISE SPECIFIED OR UNLESS THE
CONTEXT OTHERWISE REQUIRES, ALL REFERENCES HEREIN TO SECTIONS, ANNEXES,
SCHEDULES AND EXHIBITS ARE REFERENCES TO SECTIONS, ANNEXES, SCHEDULES AND
EXHIBITS IN AND TO THIS AGREEMENT, AND ALL TERMS DEFINED IN THIS AGREEMENT SHALL
HAVE THE DEFINED MEANINGS WHEN USED IN ANY OTHER CREDIT