TRANSACTION, OR (III) OTHERWISE REFLECTED AS A LIABILITY OR CREDIT ON
THE BORROWER'S BALANCE SHEET.
1.04
ROUNDING. ANY FINANCIAL RATIOS REQUIRED TO BE MAINTAINED BY THE
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 HEREIN AND
ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A ROUNDING-UP IF
THERE IS NO NEAREST NUMBER).
1.05
REFERENCES TO AGREEMENTS AND LAWS. UNLESS OTHERWISE EXPRESSLY
PROVIDED HEREIN, (A) REFERENCES TO ORGANIZATION DOCUMENTS, AGREEMENTS (INCLUDING
THE LOAN DOCUMENTS) AND OTHER CONTRACTUAL INSTRUMENTS SHALL BE DEEMED TO INCLUDE
ALL SUBSEQUENT AMENDMENTS, RESTATEMENTS, EXTENSIONS, SUPPLEMENTS AND OTHER
MODIFICATIONS THERETO, BUT ONLY TO THE EXTENT THAT SUCH AMENDMENTS,
RESTATEMENTS, EXTENSIONS, SUPPLEMENTS AND OTHER MODIFICATIONS ARE NOT PROHIBITED
BY ANY LOAN DOCUMENT; AND (B) REFERENCES TO ANY LAW SHALL INCLUDE ALL STATUTORY
AND REGULATORY PROVISIONS AND RULINGS CONSOLIDATING, AMENDING, REPLACING,
SUPPLEMENTING OR INTERPRETING SUCH LAW.
1.06
TIMES OF DAY. UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO
TIMES OF DAY SHALL BE REFERENCES TO CENTRAL TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).
1.07
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 MEAN
THE MAXIMUM FACE AMOUNT OF SUCH LETTER OF CREDIT AFTER GIVING EFFECT TO ALL
INCREASES THEREOF CONTEMPLATED BY SUCH LETTER OF CREDIT, OR THE TERMS OF ANY
ISSUER DOCUMENT RELATED THERETO, WHETHER OR NOT SUCH MAXIMUM FACE AMOUNT IS IN
EFFECT AT SUCH TIME.
33
ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01
REVOLVING LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH LENDER
SEVERALLY AGREES TO MAKE LOANS (EACH SUCH LOAN, A "REVOLVING LOAN") TO THE
BORROWER FROM TIME TO TIME, ON ANY BUSINESS DAY DURING THE AVAILABILITY PERIOD,
IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING THE AMOUNT OF SUCH
LENDER'S COMMITMENT; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY
REVOLVING BORROWING, (I) THE TOTAL OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE
COMMITMENTS, (II) THE AGGREGATE OUTSTANDING AMOUNT OF THE REVOLVING LOANS OF ANY
LENDER, PLUS SUCH LENDER'S PRO RATA SHARE OF THE OUTSTANDING AMOUNT OF ALL L/C
OBLIGATIONS, PLUS SUCH LENDER'S PRO RATA SHARE OF THE OUTSTANDING AMOUNT OF ALL
SWING LINE LOANS SHALL NOT EXCEED SUCH LENDER'S COMMITMENT AND (III) EXCEPT AS
PROVIDED IN SECTION 2.01(B) BELOW, THE AGGREGATE PRINCIPAL AMOUNT OF ALL
BORROWING BASE DEBT SHALL NOT EXCEED THE BORROWING BASE DETERMINED AS OF THE
MOST RECENT INVENTORY VALUATION DATE. WITHIN THE LIMITS OF EACH LENDER'S
COMMITMENT, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS HEREOF, THE BORROWER
MAY BORROW UNDER THIS SECTION 2.01, PREPAY UNDER SECTION 2.05, AND REBORROW
UNDER THIS SECTION 2.01. REVOLVING LOANS MAY BE BASE RATE LOANS OR EURODOLLAR
RATE LOANS, AS FURTHER PROVIDED HEREIN.
(B)
NOTWITHSTANDING THE PROVISIONS OF SECTION 2.01(A) ABOVE, THE
BORROWER MAY ELECT TO DELIVER TO ADMINISTRATIVE AGENT A BORROWING BASE
CERTIFICATE IN