THE WORD "THROUGH" MEANS "TO AND INCLUDING", AND
(L) SECTION HEADINGS HEREIN AND IN THE OTHER LOAN DOCUMENTS ARE INCLUDED FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
SECTION 1.3
ACCOUNTING TERMS.
ALL ACCOUNTING TERMS NOT
SPECIFICALLY OR COMPLETELY DEFINED HEREIN SHALL BE CONSTRUED IN CONFORMITY WITH,
AND ALL FINANCIAL DATA (INCLUDING FINANCIAL RATIOS AND OTHER FINANCIAL
CALCULATIONS) REQUIRED TO BE SUBMITTED PURSUANT TO THIS AGREEMENT SHALL BE
PREPARED IN CONFORMITY WITH GAAP AS IN EFFECT FROM TIME TO TIME, APPLIED ON A
CONSISTENT
19
BASIS AND IN A MANNER CONSISTENT WITH THAT USED IN PREPARING THE AUDITED
FINANCIAL STATEMENTS REQUIRED BY SECTION 7.1(B), EXCEPT AS OTHERWISE
SPECIFICALLY PRESCRIBED HEREIN.
SECTION 1.4
ROUNDING.
ANY FINANCIAL RATIOS REQUIRED TO
BE MAINTAINED BY THE COMPANY 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 1.5
REFERENCES TO AGREEMENT AND LAWS.
UNLESS
OTHERWISE EXPRESSLY PROVIDED HEREIN, (A) REFERENCES TO FORMATION DOCUMENTS,
GOVERNING DOCUMENTS, AGREEMENTS (INCLUDING THE LOAN DOCUMENTS) AND OTHER
CONTRACTUAL INSTRUMENTS SHALL BE DEEMED TO INCLUDE ALL SUBSEQUENT AMENDMENTS,
RESTATEMENTS, 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; AND (B) REFERENCES
TO ANY APPLICABLE LAW SHALL INCLUDE ALL STATUTORY AND REGULATORY PROVISIONS
CONSOLIDATING, AMENDING, REPLACING, SUPPLEMENTING OR INTERPRETING SUCH
APPLICABLE LAW.
SECTION 1.6
TIMES OF DAY.
UNLESS OTHERWISE SPECIFIED,
ALL REFERENCES HEREIN TO TIMES OF DAY SHALL BE REFERENCES TO EASTERN TIME
(DAYLIGHT OR STANDARD, AS APPLICABLE).
ARTICLE II
THE CREDIT FACILITIES
SECTION 2.1
REVOLVING CREDIT LOANS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND IN RELIANCE UPON THE
REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, EACH LENDER SEVERALLY AGREES TO
MAKE REVOLVING CREDIT LOANS TO THE BORROWERS FROM TIME TO TIME FROM THE CLOSING
DATE THROUGH, BUT NOT INCLUDING, THE REVOLVING CREDIT MATURITY DATE AS REQUESTED
BY THE COMPANY, ON BEHALF OF THE APPLICABLE BORROWER, IN ACCORDANCE WITH THE
TERMS OF SECTION 2.3; PROVIDED, THAT (A) THE AGGREGATE PRINCIPAL AMOUNT OF ALL
OUTSTANDING REVOLVING CREDIT LOANS (AFTER GIVING EFFECT TO ANY AMOUNT REQUESTED)
SHALL NOT EXCEED THE AGGREGATE COMMITMENT LESS THE SUM OF ALL OUTSTANDING
SWINGLINE LOANS AND (B) THE PRINCIPAL AMOUNT OF OUTSTANDING REVOLVING CREDIT
LOANS FROM ANY LENDER SHALL NOT AT ANY TIME EXCEED SUCH LENDER'S REVOLVING
CREDIT COMMITMENT LESS SUCH LENDER'S REVOLVING CREDIT COMMITMENT PERCENTAGE OF
OUTSTANDING SWINGLINE LOANS.
EACH REVOLVING CREDIT LOAN BY A LENDER SHALL BE IN
A PRINCIPAL AMOUNT EQUAL TO SUCH LENDER'S REVOLVING CREDIT COMMITMENT PERCENTAGE
OF THE AGGREGATE PRINCIPAL AMOUNT OF REVOLVING CREDIT LOANS REQUESTED ON SUCH
OCCASION.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE BORROWERS MAY BORROW,
REPAY AND REBORROW REVOLVING CREDIT