be permitted under subsection 7.5.
The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that immediately after giving effect to such designation
(x) the Borrower could Incur at least $1.00 of additional Indebtedness under
subsection 7.1(a) or (y) the Consolidated Coverage Ratio would be greater than
it was immediately prior to giving effect to such designation or (z) such
Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness
outstanding other than Indebtedness that can be Incurred (and upon such
designation shall be deemed to be Incurred and outstanding) pursuant to
subsection 7.1(b).
Any such designation by the Board of Directors shall be
evidenced to the Administrative Agent by promptly delivering to the
Administrative Agent a copy of the resolution of the Board of Directors giving
effect to such designation and a certificate signed by a Responsible Officer of
the Borrower certifying that such designation complied with the foregoing
provisions.
"U.S. Tax Compliance Certificate":
as defined in subsection 3.11(b).
"Voting Stock":
as defined in the definition of "Change of Control".
55
1.2
OTHER DEFINITIONAL PROVISIONS.
(A)
UNLESS OTHERWISE SPECIFIED THEREIN, ALL
TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THE DEFINED MEANINGS WHEN USED IN ANY
TERM LOAN NOTES, ANY OTHER LOAN DOCUMENT OR ANY CERTIFICATE OR OTHER DOCUMENT
MADE OR DELIVERED PURSUANT HERETO.
(B)
AS USED HEREIN AND IN ANY TERM LOAN NOTES
AND ANY OTHER LOAN DOCUMENT, AND ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO OR THERETO, ACCOUNTING TERMS RELATING TO THE BORROWER
AND ITS SUBSIDIARIES NOT DEFINED IN SUBSECTION 1.1 AND ACCOUNTING TERMS PARTLY
DEFINED IN SUBSECTION 1.1, TO THE EXTENT NOT DEFINED, SHALL HAVE THE RESPECTIVE
MEANINGS GIVEN TO THEM UNDER GAAP.
(C)
THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT, AND SECTION, SUBSECTION, SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS
AGREEMENT UNLESS OTHERWISE SPECIFIED.
THE WORDS "INCLUDE," "INCLUDES" AND
"INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION,"
IF NOT EXPRESSLY FOLLOWED BY SUCH PHRASE OR THE PHRASE "BUT NOT LIMITED TO."
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN
SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(E)
FOR ALL PURPOSES OF THIS AGREEMENT, EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED OR UNLESS THE CONTEXT OTHERWISE REQUIRES:
(I) "OR" IS NOT EXCLUSIVE; (II) ALL ACCOUNTING TERMS NOT OTHERWISE DEFINED
HEREIN HAVE THE MEANINGS ASSIGNED TO THEM IN ACCORDANCE WITH GAAP; AND
(III) REFERENCES TO SECTIONS OF, OR RULES UNDER, THE SECURITIES ACT SHALL BE
DEEMED TO INCLUDE SUBSTITUTE, REPLACEMENT OR SUCCESSOR SECTIONS OR RULES ADOPTED
BY THE SEC FROM TIME TO TIME.
SECTION 2.
AMOUNT AND TERMS OF
COMMITMENTS.
2.1
TERM LOANS AND LC FACILITY DEPOSITS.
(A)
TERM LOANS.
(i)
Subject to the terms and conditions
hereof, (x) each Lender holding a Closing Date Term Loan Commitment severally
agrees to make, in Dollars,