BEGINNING OF SUCH PERIOD. IN ADDITION,
SOLELY FOR PURPOSES OF DETERMINING PRO FORMA COMPLIANCE WITH THE INTEREST
COVERAGE RATIO FOR PURPOSES OF SECTION 6.05(F), ANY INDEBTEDNESS INCURRED IN
CONNECTION WITH SUCH PERMITTED ACQUISITION AND ANY OTHER PERMITTED ACQUISITIONS
THAT HAVE BEEN CONSUMMATED DURING THE PERIOD SHALL BE ASSUMED TO HAVE BEEN
INCURRED AT THE BEGINNING OF SUCH PERIOD.
SECTION 1.05. ACCOUNTING TERMS; GAAP.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, ALL TERMS OF AN ACCOUNTING OR FINANCIAL NATURE SHALL BE CONSTRUED IN
ACCORDANCE WITH GAAP, AS IN EFFECT FROM TIME TO TIME; PROVIDED THAT, IF
THE
BORROWER NOTIFIES THE ADMINISTRATIVE AGENT THAT IT REQUESTS AN AMENDMENT TO ANY
PROVISION HEREOF TO ELIMINATE THE EFFECT OF ANY CHANGE OCCURRING AFTER THE DATE
HEREOF IN GAAP OR IN THE APPLICATION THEREOF ON THE OPERATION OF SUCH PROVISION
(OR IF THE ADMINISTRATIVE AGENT NOTIFIES THE BORROWER THAT THE REQUIRED LENDERS
REQUEST AN AMENDMENT TO ANY PROVISION HEREOF FOR SUCH PURPOSE), REGARDLESS OF
WHETHER ANY SUCH NOTICE IS GIVEN BEFORE OR AFTER SUCH CHANGE IN GAAP OR IN THE
APPLICATION THEREOF, THEN SUCH PROVISION SHALL BE INTERPRETED ON THE BASIS OF
GAAP AS IN EFFECT AND APPLIED IMMEDIATELY BEFORE SUCH CHANGE SHALL HAVE BECOME
EFFECTIVE UNTIL SUCH NOTICE SHALL HAVE BEEN WITHDRAWN OR SUCH PROVISION AMENDED
IN ACCORDANCE HEREWITH.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN,
ALL TERMS OF AN ACCOUNTING OR FINANCIAL NATURE USED HEREIN SHALL BE CONSTRUED,
AND ALL COMPUTATIONS OF AMOUNTS AND RATIOS REFERRED TO HEREIN SHALL BE MADE,
WITHOUT GIVING EFFECT TO ANY ELECTION UNDER STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS 159 (OR ANY OTHER FINANCIAL ACCOUNTING STANDARD HAVING A SIMILAR
RESULT OR EFFECT) TO VALUE ANY INDEBTEDNESS OR OTHER LIABILITIES OF HOLDINGS,
THE BORROWER OR ANY SUBSIDIARY AT "FAIR VALUE", AS DEFINED THEREIN.
ANY
REFERENCES HEREIN TO CONSOLIDATED OR OTHER FINANCIAL INFORMATION OF SSCC AND ITS
SUBSIDIARIES SHALL BE DEEMED, ON AND AFTER THE FUNDING DATE AND THE CONSUMMATION
OF THE FUNDING DATE MERGER, TO REFER TO THE BORROWER AND ITS SUBSIDIARIES.
ARTICLE II
TERM LOANS
SECTION 2.01. COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS AND RELYING ON
THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, EACH LENDER AGREES,
SEVERALLY AND NOT JOINTLY, TO MAKE TO THE BORROWER ON THE FUNDING DATE A TERM
LOAN IN U.S. DOLLARS IN A PRINCIPAL AMOUNT EQUAL TO ITS TERM LOAN COMMITMENT.
AMOUNTS PAID OR REPAID IN RESPECT OF TERM LOANS MAY NOT BE REBORROWED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN (AND WITHOUT AFFECTING
ANY OTHER PROVISION HEREOF), IF A LENDER ELECTS PURSUANT TO
SECTION 2.05(A)(II) TO HAVE AN ORIGINAL ISSUE DISCOUNT APPLY TO ITS
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TERM LOANS, THE FUNDED PORTION OF EACH TERM LOAN TO BE MADE ON THE FUNDING DATE
BY SUCH LENDER (I.E., THE AMOUNT ADVANCED TO THE BORROWER ON THE FUNDING DATE)
SHALL BE EQUAL TO 99.0% OF THE PRINCIPAL AMOUNT OF SUCH TERM LOAN (IT BEING
AGREED THAT THE FULL PRINCIPAL AMOUNT OF EACH SUCH TERM LOAN WILL BE DEEMED
OUTSTANDING ON THE FUNDING DATE AND THE BORROWER SHALL BE