shall include calculations setting forth the adjustments
necessary to demonstrate how the Borrower is in compliance with the financial
covenants based upon GAAP as in effect on the date of this Agreement.
SECTION 1.03.
OTHER DEFINITIONAL PROVISIONS.
(A)
UNLESS OTHERWISE SPECIFIED THEREIN, ALL TERMS DEFINED IN THIS
AGREEMENT SHALL HAVE THE DEFINED MEANINGS WHEN USED IN THE LOAN DOCUMENTS OR ANY
CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO.
(B)
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, SUBSECTION,
SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE
SPECIFIED.
(C)
REFERENCES IN THIS AGREEMENT TO ANY OTHER AGREEMENT, DOCUMENT OR
INSTRUMENT SHALL, UNLESS THE CONTEXT OTHERWISE REQUIRES, INCLUDE SUCH OTHER
AGREEMENT, DOCUMENT OR INSTRUMENT AS THE SAME MAY BE FROM TIME TO TIME AMENDED,
MODIFIED OR SUPPLEMENTED.
(D)
THE WORDS "INCLUDE" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED
BY THE PHRASE "WITHOUT LIMITATION".
(E)
ALL TERMS USED HEREIN, BUT NOT DEFINED HEREIN, THAT ARE DEFINED IN
THE CAPE TOWN CONVENTION SHALL HAVE THE MEANINGS ASSIGNED THERETO IN THE CAPE
TOWN CONVENTION.
ARTICLE II
COMMITMENT, LOANS, AND COLLATERAL
SECTION 2.01.
REVOLVING LOANS; COMMITMENT; TERM LOANS.
(A)
SUBJECT TO
THE TERMS AND CONDITIONS HEREOF, INCLUDING, WITHOUT LIMITATION, SATISFACTION OF
THE CONDITIONS SET FORTH IN ARTICLE IV HEREOF, EACH BANK SEVERALLY BUT NOT
JOINTLY AGREES TO MAKE REVOLVING LOANS (EACH, A "REVOLVING LOAN" AND
COLLECTIVELY, THE "REVOLVING LOANS") TO THE BORROWER FROM TIME TO TIME ON ANY
BUSINESS DAY DURING THE PERIOD FROM THE DATE OF THIS AGREEMENT UP TO, BUT NOT
INCLUDING, THE COMMITMENT TERMINATION DATE (THE "REVOLVER PERIOD"), IN AN
AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING UP TO BUT NOT EXCEEDING
SUCH BANK'S COMMITMENT LESS, IN THE CASE OF ANY BANK OTHER THAN THE SWING LINE
LENDER, ITS SWING LINE PARTICIPATION AMOUNT (REGARDLESS OF WHETHER FUNDED), IN
ANY THEN OUTSTANDING SWING LINE LOANS, AND LESS, IN THE CASE OF THE SWING LINE
LENDER, THE AGGREGATE PRINCIPAL AMOUNT OF ANY THEN OUTSTANDING SWING LINE LOANS.
THE REVOLVING LOANS SHALL BE MADE BY THE BANKS ON A PRO RATA BASIS, CALCULATED
FOR EACH BANK BASED ON ITS COMMITMENT PERCENTAGE (ITS "PRO RATA SHARE");
PROVIDED, HOWEVER, THAT, WITHOUT LIMITATION OF ANY PROVISION HEREOF, NO
REVOLVING LOAN SHALL BE MADE TO THE BORROWER HEREUNDER IF ANY DEFAULT OR EVENT
OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR IF, AFTER GIVING EFFECT
THERETO AND TO ALL OTHER REVOLVING LOANS AND ALL SWING LINE LOANS THEN
OUTSTANDING AND REVOLVING LOANS AND SWING LINE LOANS BEING MADE CONCURRENTLY
THEREWITH, THE AGGREGATE OUTSTANDING PRINCIPAL
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AMOUNT OF ALL LOANS TO THE BORROWER WOULD EXCEED THE LESSER OF (X) THE AMOUNT OF
THE ASSET BASE DETERMINED IN ACCORDANCE WITH THE DEFINITION THEREOF OR (Y) THE
AGGREGATE COMMITMENTS OF ALL BANKS (THE "AGGREGATE REVOLVING LOAN COMMITMENT").
NOTWITHSTANDING THE FOREGOING, THE AGGREGATE REVOLVING LOAN COMMITMENT MAY BE
INCREASED