OF REFERENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
1.03
ACCOUNTING TERMS.
(A)
GENERALLY.
ALL ACCOUNTING TERMS NOT SPECIFICALLY OR COMPLETELY
DEFINED HEREIN SHALL BE CONSTRUED IN CONFORMITY WITH, AND ALL FINANCIAL DATA
(INCLUDING FINANCIAL RATIOS AND OTHER FINANCIAL CALCULATIONS) REQUIRED TO BE
SUBMITTED PURSUANT TO THIS AGREEMENT SHALL BE PREPARED IN CONFORMITY WITH, GAAP
OR SAP, AS APPLICABLE, APPLIED ON A CONSISTENT BASIS, AS IN EFFECT FROM TIME TO
TIME, APPLIED IN A MANNER CONSISTENT WITH THAT USED IN PREPARING THE AUDITED
FINANCIAL STATEMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PRESCRIBED HEREIN.
(B)
CHANGES IN GAAP OR SAP.
IF AT ANY TIME ANY CHANGE IN GAAP OR SAP
WOULD AFFECT THE COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN
ANY LOAN DOCUMENT, AND EITHER THE BORROWER OR THE REQUIRED LENDERS SHALL SO
REQUEST, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER SHALL NEGOTIATE
IN GOOD FAITH TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT
THEREOF IN LIGHT OF SUCH CHANGE IN GAAP OR SAP (SUBJECT TO THE APPROVAL OF THE
REQUIRED LENDERS); PROVIDED THAT, UNTIL SO AMENDED, (I) SUCH RATIO OR
REQUIREMENT SHALL CONTINUE TO BE COMPUTED IN ACCORDANCE WITH GAAP OR SAP, AS
APPLICABLE, PRIOR TO SUCH CHANGE THEREIN AND (II) THE BORROWER SHALL PROVIDE TO
THE ADMINISTRATIVE AGENT AND THE LENDERS FINANCIAL STATEMENTS AND OTHER
DOCUMENTS REQUIRED UNDER THIS AGREEMENT OR AS REASONABLY REQUESTED HEREUNDER
SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR REQUIREMENT
MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP OR SAP, AS
APPLICABLE.
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
TIMES OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO
TIMES OF DAY SHALL BE REFERENCES TO EASTERN TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).
1.06
LETTER OF CREDIT AMOUNTS. UNLESS OTHERWISE SPECIFIED HEREIN, THE
AMOUNT OF A LETTER OF CREDIT AT ANY TIME SHALL BE DEEMED TO BE THE STATED AMOUNT
OF SUCH LETTER OF CREDIT IN EFFECT AT SUCH TIME; PROVIDED, HOWEVER, THAT WITH
RESPECT TO ANY LETTER OF CREDIT THAT, BY ITS TERMS OR THE TERMS OF ANY ISSUER
DOCUMENT RELATED THERETO, PROVIDES FOR ONE OR MORE AUTOMATIC INCREASES IN THE
STATED AMOUNT THEREOF, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE DEEMED TO BE
THE MAXIMUM STATED AMOUNT OF SUCH LETTER OF CREDIT AFTER GIVING EFFECT TO ALL
SUCH INCREASES, WHETHER OR NOT SUCH MAXIMUM STATED AMOUNT IS IN EFFECT AT SUCH
TIME.
35
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01
THE LOANS.
(A)
THE TERM BORROWING.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH TERM LENDER SEVERALLY AGREES