TO SECTION
7.1 SHALL BE PREPARED IN ACCORDANCE WITH
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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
EFFECTIVE DATE, IN EACH CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(C)
FOR PURPOSES OF COMPUTING THE FINANCIAL RATIOS AS OF THE END OF
ANY PERIOD, ALL COMPONENTS OF SUCH RATIOS FOR THE APPLICABLE PERIOD SHALL
INCLUDE OR EXCLUDE, AS THE CASE MAY BE, WITHOUT DUPLICATION, SUCH COMPONENTS OF
SUCH RATIOS ATTRIBUTABLE TO ANY BUSINESS OR ASSETS THAT HAVE BEEN ACQUIRED OR
DISPOSED OF BY THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER (INCLUDING THROUGH
MERGERS OR CONSOLIDATIONS) AFTER THE FIRST DAY OF SUCH PERIOD AND PRIOR TO THE
END OF SUCH PERIOD ON A PRO FORMA BASIS AS DETERMINED IN GOOD FAITH BY THE
BORROWER AND CERTIFIED TO BY A RESPONSIBLE OFFICER OF THE BORROWER 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 AND IN THE THIRD
AMENDMENT, EACH TERM B DOLLAR LENDER AGREES TO MAKE A LOAN IN DOLLARS (THE "TERM
B DOLLAR LOANS") TO THE BORROWER ON THE THIRD AMENDMENT EFFECTIVE DATE IN THE
AGGREGATE PRINCIPAL AMOUNT OF SUCH LENDER'S TERM B DOLLAR COMMITMENT.
NO AMOUNT
OF A TERM B LOAN WHICH IS REPAID OR PREPAID BY THE BORROWER MAY BE REBORROWED
HEREUNDER.
THE TERM B DOLLAR LOANS SHALL BE DENOMINATED IN DOLLARS, SHALL BE
MAINTAINED AS AND/OR CONVERTED INTO BASE RATE LOANS OR EUROCURRENCY LOANS OR A
COMBINATION THEREOF, PROVIDED, THAT ALL TERM B DOLLAR LOANS MADE BY THE TERM B
DOLLAR LENDERS PURSUANT TO THE SAME BORROWING SHALL, UNLESS OTHERWISE
SPECIFICALLY PROVIDED HEREIN, CONSIST ENTIRELY OF TERM B DOLLAR LOANS OF THE
SAME TYPE.
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(II)
(A) THE BORROWER SHALL HAVE THE RIGHT AT ANY TIME FOLLOWING THE
DATE ON WHICH THE