ORIGINAL INTENT THEREOF IN LIGHT OF SUCH CHANGE IN
GAAP (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 PRIOR TO SUCH CHANGE THEREIN AND (II) THE BORROWER
REPRESENTATIVE 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.
SECTION 1.04
ROUNDING.
Any financial ratios required to be maintained by the Borrowers 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).
SECTION 1.05
REFERENCES TO LAWS.
Unless otherwise expressly provided herein, references to any Law shall include
all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Law and any reference to any Law shall,
unless otherwise specified, refer to such Law as amended, modified or
supplemented from time to time and any successor Law.
SECTION 1.06
TIMES OF DAY.
Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).
SECTION 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
34
effect to all increases thereof contemplated by such Letter of Credit or the
Issuer Document related thereto, whether or not such maximum face amount is in
effect at such time.
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
SECTION 2.01
LOANS.
(A)
REVOLVING LOANS:
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH REVOLVING LENDER SEVERALLY AGREES TO MAKE LOANS TO THE BORROWER
REPRESENTATIVE, UPON REQUEST BY THE BORROWER REPRESENTATIVE, ON BEHALF OF THE
BORROWERS (EACH SUCH LOAN, A "REVOLVING LOAN") IN DOLLARS 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 REVOLVING LENDER'S REVOLVING
COMMITMENT; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY BORROWING OF
REVOLVING LOANS, (I) THE TOTAL REVOLVING EXPOSURES SHALL NOT EXCEED THE TOTAL
REVOLVING COMMITMENTS AND (II) THE REVOLVING EXPOSURE OF EACH REVOLVING LENDER
SHALL NOT EXCEED SUCH REVOLVING LENDER'S REVOLVING COMMITMENT.
WITHIN THE
LIMITS OF EACH REVOLVING LENDER'S REVOLVING COMMITMENT, AND SUBJECT TO THE OTHER
TERMS AND CONDITIONS HEREOF, THE BORROWER REPRESENTATIVE ON BEHALF OF THE
BORROWERS MAY BORROW UNDER THIS SECTION 2.01(A), PREPAY UNDER SECTION 2.05, AND
REBORROW UNDER THIS SECTION 2.01(A).
THE REVOLVING LOANS MAY BE BASE RATE LOANS
OR EURODOLLAR RATE LOANS, AS FURTHER PROVIDED HEREIN; PROVIDED, HOWEVER, THAT
ALL