of the Lender); 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 shall
provide to the Lender 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.
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).
24
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.
1.07
RESOLUTION OF DRAFTING AMBIGUITIES.
EACH LOAN
PARTY ACKNOWLEDGES AND AGREES THAT IT WAS REPRESENTED BY COUNSEL IN CONNECTION
WITH THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY,
THAT IT AND ITS COUNSEL REVIEWED AND PARTICIPATED IN THE PREPARATION AND
NEGOTIATION HEREOF AND THEREOF AND THAT ANY RULE OF CONSTRUCTION TO THE EFFECT
THAT AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE
EMPLOYED IN THE INTERPRETATION HEREOF OR THEREOF.
ARTICLE II.
THE COMMITMENT AND OTHER CREDIT EXTENSIONS
2.01
THE LOANS.
(A)
COMMITTED REVOLVING LOANS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE LENDER AGREES TO MAKE
REVOLVING LOANS (EACH SUCH LOAN, A "COMMITTED REVOLVING LOAN") TO THE BORROWER
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 THE
COMMITMENT PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY BORROWING, THE
TOTAL OUTSTANDINGS SHALL NOT EXCEED THE COMMITMENT. WITHIN THE LIMITS OF THE
COMMITMENT, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS HEREOF, THE BORROWER
MAY BORROW UNDER THIS SECTION 2.01, PREPAY UNDER SECTION 2.05, AND REBORROW
UNDER THIS SECTION 2.01. COMMITTED REVOLVING LOANS MAY BE BASE RATE LOANS OR
EURODOLLAR RATE LOANS, AS FURTHER PROVIDED HEREIN.
(b)
Term Loan A.
Subject to the