amendments, restatements,
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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.
1.2
Accounting Terms; Financial Statements
(A)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN (INCLUDING WITHOUT LIMITATION, ANY MODIFICATION TO THE TERMS HEREOF
PURSUANT TO SECTION 8.12), ALL ACCOUNTING TERMS USED HEREIN BUT NOT EXPRESSLY
DEFINED IN THIS AGREEMENT AND ALL COMPUTATIONS AND DETERMINATIONS FOR PURPOSES
OF DETERMINING COMPLIANCE WITH THE FINANCIAL REQUIREMENTS OF THIS AGREEMENT
SHALL BE MADE IN ACCORDANCE WITH GAAP IN EFFECT ON THE DATE HEREOF AND ON A
BASIS CONSISTENT WITH THE PRESENTATION OF THE FINANCIAL STATEMENTS AND
PROJECTIONS DELIVERED PURSUANT TO, OR OTHERWISE REFERRED TO IN, SECTIONS
6.5(A) AND 6.5(E).
NOTWITHSTANDING THE FOREGOING SENTENCE, THE FINANCIAL
STATEMENTS REQUIRED TO BE DELIVERED PURSUANT TO SECTION 7.1 SHALL BE PREPARED IN
ACCORDANCE WITH GAAP AS IN EFFECT ON THE RESPECTIVE DATES OF THEIR PREPARATION.
UNLESS OTHERWISE PROVIDED FOR HEREIN, WHEREVER ANY COMPUTATION IS TO BE MADE
WITH RESPECT TO ANY PERSON AND ITS SUBSIDIARIES, SUCH COMPUTATION SHALL BE MADE
SO AS TO EXCLUDE ALL ITEMS OF INCOME, LOSS, ASSETS AND LIABILITIES ATTRIBUTABLE
TO ANY PERSON THAT IS NOT A SUBSIDIARY OF SUCH PERSON.
FOR PURPOSES OF THE
FINANCIAL TERMS SET FORTH HEREIN, WHENEVER A REFERENCE IS MADE TO A
DETERMINATION WHICH IS REQUIRED TO BE MADE ON A CONSOLIDATED BASIS (WHETHER IN
ACCORDANCE WITH GAAP OR OTHERWISE) FOR THE BORROWER AND ITS SUBSIDIARIES, SUCH
DETERMINATION SHALL BE MADE AS IF EACH UNRESTRICTED SUBSIDIARY WERE WHOLLY-OWNED
BY A PERSON NOT AN AFFILIATE OF THE BORROWER.
(B)
SOLELY FOR PURPOSES OF DELIVERY OF THE
FINANCIAL STATEMENTS REQUIRED BY SECTIONS 6.5, 7.1(A) AND (B), UNRESTRICTED
SUBSIDIARIES SHALL BE DEEMED TO BE SUBSIDIARIES; PROVIDED, HOWEVER, CONCURRENTLY
WITH THE DELIVERY OF THE OFFICER'S CERTIFICATE REQUIRED BY SECTION 7.2(B), FOR
PURPOSES OF CALCULATING COMPLIANCE WITH THE FINANCIAL COVENANTS HEREOF, BORROWER
SHALL ALSO DELIVER TO ADMINISTRATIVE AGENT STATEMENTS EXCLUDING THE UNRESTRICTED
SUBSIDIARIES, AND, UPON REQUEST OF ADMINISTRATIVE AGENT, REFLECTING THE RELEVANT
CALCULATIONS PERTAINING TO THE UNRESTRICTED SUBSIDIARIES EXISTING ON THE CLOSING
DATE, IN EACH CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
ARTICLE II
AMOUNT AND TERMS OF CREDIT
2.1
The Commitments
(A)
TERM B LOAN.
(I)
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, (A) EACH TERM B DOLLAR LENDER AGREES TO MAKE A LOAN IN DOLLARS (THE
"TERM B DOLLAR LOANS") TO THE BORROWER ON THE CLOSING DATE IN THE AGGREGATE
PRINCIPAL AMOUNT OF SUCH LENDER'S TERM B DOLLAR COMMITMENT; AND (B) EACH TERM B
EURO LENDER AGREES TO MAKE A LOAN IN EUROS (THE "TERM B EURO LOANS" AND,
TOGETHER WITH THE TERM B DOLLAR LOANS, THE "TERM B LOANS") TO THE BORROWER ON
THE CLOSING DATE IN THE AGGREGATE PRINCIPAL AMOUNT OF SUCH LENDER'S TERM B EURO
COMMITMENT.
NO AMOUNT OF A
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TERM B LOAN WHICH IS REPAID OR PREPAID BY THE BORROWER MAY BE REBORROWED
HEREUNDER.
THE TERM B DOLLAR LOANS (I) SHALL BE ADVANCED TO THE