TERMINATED IN FULL AND ALL OF THE COMMITMENTS OF ANY L/C LENDER TO ISSUE LETTERS
OF CREDIT UNDER THE CREDIT AGREEMENT HAVE EXPIRED OR BEEN SOONER TERMINATED IN
FULL; AND (VIII) L/C LIABILITIES SHALL NOT BE DEEMED "OUTSTANDING" IF (X) SUCH
L/C LIABILITIES HAVE BEEN CASH COLLATERALIZED OR SUPPORTED BY A LETTER OF CREDIT
IN A MANNER REASONABLY SATISFACTORY TO THE APPLICABLE L/C LENDER AND (Y) ALL
REVOLVING COMMITMENTS SHALL HAVE BEEN TERMINATED; PROVIDED, HOWEVER, THAT
NOTWITHSTANDING THE FOREGOING IN THIS CLAUSE (VIII), IN NO EVENT SHALL BORROWER
BE RELIEVED OF ITS OBLIGATIONS TO REPAY ANY SUCH L/C LIABILITIES.
(B)
IN EACH CREDIT DOCUMENT, UNLESS THE CONTEXT CLEARLY REQUIRES
OTHERWISE (OR SUCH OTHER CREDIT DOCUMENT CLEARLY PROVIDES OTHERWISE),
(I) "AMEND" SHALL MEAN "AMEND, RESTATE, AMEND AND RESTATE, SUPPLEMENT OR
MODIFY"; AND "AMENDED," "AMENDING" AND
47
"AMENDMENT" SHALL HAVE MEANINGS CORRELATIVE TO THE FOREGOING; (II) IN THE
COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE,
"FROM" SHALL MEAN "FROM AND INCLUDING"; "TO" AND "UNTIL" SHALL MEAN "TO BUT
EXCLUDING"; AND "THROUGH" SHALL MEAN "TO AND INCLUDING"; (III) "HEREOF,"
"HEREIN" AND "HEREUNDER" (AND SIMILAR TERMS) IN ANY CREDIT DOCUMENT REFER TO
SUCH CREDIT DOCUMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF SUCH
CREDIT DOCUMENT; (IV) "INCLUDING" (AND SIMILAR TERMS) SHALL MEAN "INCLUDING
WITHOUT LIMITATION" (AND SIMILARLY FOR SIMILAR TERMS); (V) "OR" HAS THE
INCLUSIVE MEANING REPRESENTED BY THE PHRASE "AND/OR"; (VI) REFERENCES TO "THE
DATE HEREOF" SHALL MEAN THE DATE FIRST SET FORTH ABOVE; (VII) "ASSET" AND
"PROPERTY" SHALL HAVE THE SAME MEANING AND EFFECT AND REFER TO ALL TANGIBLE AND
INTANGIBLE ASSETS AND PROPERTY, WHETHER REAL, PERSONAL OR MIXED AND OF EVERY
TYPE AND DESCRIPTION; AND (VIII) A "FISCAL YEAR" OR A "FISCAL QUARTER" IS A
REFERENCE TO A FISCAL YEAR OR FISCAL QUARTER OF BORROWER.
(C)
IN THIS AGREEMENT UNLESS THE CONTEXT CLEARLY REQUIRES OTHERWISE,
ANY REFERENCE TO (I) AN ANNEX, EXHIBIT OR SCHEDULE IS TO AN ANNEX, EXHIBIT OR
SCHEDULE, AS THE CASE MAY BE, ATTACHED TO THIS AGREEMENT AND CONSTITUTING A PART
HEREOF, AND (II) A SECTION OR OTHER SUBDIVISION IS TO A SECTION OR SUCH OTHER
SUBDIVISION OF THIS AGREEMENT.
(D)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS ARE THE RESULT OF
NEGOTIATIONS AMONG AND HAVE BEEN REVIEWED BY COUNSEL TO AGENTS, BORROWER AND THE
OTHER PARTIES, AND ARE THE PRODUCTS OF ALL PARTIES.
ACCORDINGLY, THEY SHALL NOT
BE CONSTRUED AGAINST THE LENDERS OR AGENTS MERELY BECAUSE OF AGENTS' OR LENDERS'
INVOLVEMENT IN THEIR PREPARATION.
SECTION 1.06.
DOLLAR EQUIVALENT CALCULATIONS.
For purposes of this Agreement, the Dollar Equivalent of each Letter of Credit
denominated in the Alternate Currency shall be calculated (a) on the date when
any such Letter of Credit is issued, (b) on each date the drawing under such
Letter of Credit was paid or disbursed by the applicable L/C Lender under such
Letter of Credit, (c) on the fifteenth day of each month (or, if such fifteenth
day is not a Business Day, the