or indirectly through one or
more Subsidiaries, by such parent entity.
"Taxes" means any present or future taxes, levies, duties, imposts, fees,
deductions, withholdings or other charges imposed by any Governmental Agency,
including any interest, additions to tax or penalties with respect thereto.
"Trigger Date" shall have the meaning given in Section 3.4(i).
"UCC" shall mean the Uniform Commercial Code of Illinois as in effect in
Illinois from time to time.
"USA Patriot Act" means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(Title III of Pub. L. 107-56, signed into law October 26, 2001).
SECTION 1.2
OTHER TERMS.
EXCEPT AS OTHERWISE DEFINED HEREIN, ALL
TERMS USED IN THIS LOAN AGREEMENT WHICH ARE DEFINED IN THE UCC SHALL HAVE THE
MEANINGS SET FORTH IN THE UCC AND ACCOUNTING TERMS NOT DEFINED HEREIN SHALL HAVE
THE MEANING ASCRIBED TO THEM IN GAAP.
SECTION 1.3
UCC FILING.
BORROWER HEREBY AUTHORIZES ADMINISTRATIVE
AGENT TO FILE A RECORD OR RECORDS (AS DEFINED OR OTHERWISE SPECIFIED UNDER THE
UCC), INCLUDING, WITHOUT LIMITATION, FINANCING STATEMENTS, IN ALL JURISDICTIONS
AND WITH ALL FILING OFFICES AS ADMINISTRATIVE AGENT MAY REASONABLY DETERMINE
(OTHER THAN ANY BROAD DESCRIPTION SUCH AS "ALL ASSETS" OF BORROWER OR WORDS OF
SIMILAR EFFECT) ARE NECESSARY OR ADVISABLE TO PERFECT THE SECURITY INTEREST
GRANTED TO ADMINISTRATIVE AGENT HEREIN. SUCH FINANCING STATEMENTS MAY DESCRIBE
THE COLLATERAL IN THE SAME MANNER AS DESCRIBED HEREIN OR MAY CONTAIN AN
INDICATION OR DESCRIPTION OF COLLATERAL THAT DESCRIBES SUCH PROPERTY IN ANY
OTHER MANNER AS ADMINISTRATIVE AGENT MAY DETERMINE, IN ITS SOLE DISCRETION, IS
NECESSARY, ADVISABLE OR PRUDENT TO ENSURE THE PERFECTION OF THE SECURITY
INTEREST IN THE COLLATERAL GRANTED TO ADMINISTRATIVE AGENT HEREIN.
BORROWER
AGREES NOT TO FILE ANY CORRECTIVE OR TERMINATION STATEMENTS OR PARTIAL RELEASES
WITH RESPECT TO ANY UCC STATEMENTS FILED BY ADMINISTRATIVE AGENT PURSUANT TO
THIS LOAN AGREEMENT WITHOUT ADMINISTRATIVE AGENT'S PRIOR WRITTEN CONSENT, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
SECTION 1.4
COMPUTATIONS OF TIME; OTHER DEFINITIONAL PROVISIONS.
IN
THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS IN THE COMPUTATION OF PERIODS
OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS
"FROM AND INCLUDING" AND THE WORDS "TO" AND "UNTIL" MEAN "TO BUT EXCLUDING."
REFERENCES IN THIS LOAN AGREEMENT TO ANY CONTRACT OR AGREEMENT SHALL BE A
REFERENCE TO SUCH CONTRACT OR AGREEMENT AS THE SAME MAY BE AMENDED,
12
AMENDED AND RESTATED, SUPPLEMENTED, RENEWED, EXTENDED, OR OTHERWISE MODIFIED
FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS.
ARTICLE II.
THE LOAN
SECTION 2.1
COMMITMENT.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
EACH LENDER AGREES, SEVERALLY AND NOT JOINTLY, TO MAKE ITS PERCENTAGE SHARE OF
THE LOAN, AS SET FORTH ON SCHEDULE 1 HERETO, AVAILABLE TO BORROWER IN MULTIPLE
ADVANCES, AS REQUESTED BY BORROWER IN ACCORDANCE HEREWITH, FROM THE CLOSING DATE
THROUGH THE COMMITMENT EXPIRATION DATE FOR THE LOAN PURPOSE OR AS OTHERWISE
ALLOWED BY SECTION 2.8, AND BORROWER AGREES TO BORROW ALL AMOUNTS AVAILABLE