OTHER LOAN DOCUMENTS, AND ANY CERTIFICATE OR
OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO, ACCOUNTING TERMS
RELATING TO PARENT, HOLDINGS 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; PROVIDED THAT TO THE
EXTENT ANY PERSON DOES NOT CONSTITUTE A SUBSIDIARY OF THE PARENT AND THE PARENT
AND ITS SUBSIDIARIES DO NOT OWN MORE THAN A MAJORITY OF THE CAPITAL STOCK OF
SUCH PERSON, SUCH PERSON SHALL NOT BE REQUIRED TO BE CONSOLIDATED WITH THE
PARENT OR ANY OF ITS SUBSIDIARIES FOR ANY PURPOSES OF THE LOAN DOCUMENTS
REGARDLESS OF THE REQUIREMENTS OF GAAP.
(C)
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, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE MEANINGS GIVEN TO TERMS
DEFINED HEREIN SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS
OF SUCH TERMS.
(E)
EACH REFERENCE TO THE "CREDIT AGREEMENT" IN ANY LOAN DOCUMENT SHALL BE
DEEMED TO BE A REFERENCE TO THIS AGREEMENT, AS AMENDED, RESTATED AND
SUPPLEMENTED FROM TIME TO TIME AFTER THE DATE HEREOF.
(F)
WHEN THE PAYMENT OF ANY OBLIGATION OR THE PERFORMANCE OF ANY COVENANT,
DUTY OR OBLIGATION IS STATED TO BE DUE OR PERFORMANCE REQUIRED ON A DAY WHICH IS
NOT A BUSINESS DAY, THE DATE OF SUCH PAYMENT (OTHER THAN AS DESCRIBED IN THE
DEFINITION OF INTEREST PERIOD) OR PERFORMANCE SHALL EXTEND TO THE IMMEDIATELY
SUCCEEDING BUSINESS DAY.
(G)
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, ALL COMPUTATIONS OF
AMOUNTS AND RATIOS REFERRED TO IN THIS AGREEMENT SHALL BE MADE WITHOUT GIVING
EFFECT TO ANY ELECTION UNDER FASB ASC TOPIC 825 "FINANCIAL INSTRUMENTS" (OR ANY
OTHER FINANCIAL ACCOUNTING STANDARD HAVING A SIMILAR RESULT OR EFFECT) TO VALUE
ANY INDEBTEDNESS OR OTHER LIABILITIES OF THE BORROWER AT "FAIR VALUE" AS DEFINED
THEREIN.
33
SECTION 2.
AMOUNT AND TERMS OF COMMITMENTS
2.1.
Commitments.
Subject to the terms and conditions hereof, the
Lenders severally agree to make term loans denominated in Dollars (each, a
"Loan") to the Borrower on the Closing Date in an amount for each Lender not to
exceed the Commitment of such Lender.
The Loans may from time to time be
Eurocurrency Loans or Base Rate Loans, as determined by the Borrower and
notified to the Administrative Agent in accordance with Sections 2.2 and 3.5.
2.2.
Procedure for Borrowing.
The Borrower shall deliver to the
Administrative Agent irrevocable notice in the form of Exhibit K (which notice
must be received by the Administrative Agent prior to 12:00 Noon, New York City
time, (i) three Business Days prior to the anticipated Closing Date, in the case
of Eurocurrency Loans and (ii) one Business Day prior to the anticipated Closing
Date, in the case of Base