usual and customary for unsecured Indebtedness issued under
similar circumstances and for similar amounts in the high yield subordinated
debt market.
"Subsidiary" means any corporation, limited liability company, association,
partnership, joint venture or other business entity of which more than 50% of
the voting stock or other equity interest is owned directly or indirectly by any
Person or one or more of the other Subsidiaries of such Person or a combination
thereof.
"Taxes" has the meaning set forth in Section 2.16(a).
"Transfer" has the meaning set forth in Section 5.1(i)
"United States" and "U.S." each means the United States of America.
"Vendor" means Cisco Systems, or any distributor or other reseller or provider
of Cisco Products reasonably satisfactory to Cisco Systems.
"Warrants" means the two Stock Subscription Warrants dated as of October 24,
2001 and issued to CSCC, for the purchase of an aggregate of 710,216 shares of
common stock of the Company.
1.2
Interpretation.
(A)
IN THE LOAN DOCUMENTS, EXCEPT TO THE EXTENT THE CONTEXT OTHERWISE
REQUIRES: (I) ANY REFERENCE TO AN ARTICLE, A SECTION, A SCHEDULE OR AN EXHIBIT
IS A REFERENCE TO AN ARTICLE OR SECTION THEREOF, OR A SCHEDULE OR AN EXHIBIT
THERETO, RESPECTIVELY, AND TO A SUBSECTION OR A CLAUSE IS, UNLESS OTHERWISE
STATED, A REFERENCE TO A SUBSECTION OR A CLAUSE OF THE SECTION OR SUBSECTION IN
WHICH THE REFERENCE APPEARS; (II) THE WORDS "HEREOF," "HEREIN," "HERETO,"
"HEREUNDER" AND THE LIKE MEAN AND REFER TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AS A WHOLE AND NOT MERELY TO THE SPECIFIC ARTICLE, SECTION, SUBSECTION,
PARAGRAPH OR CLAUSE IN WHICH THE RESPECTIVE WORD APPEARS; (III) THE MEANING OF
DEFINED TERMS SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS
OF THE TERMS DEFINED; (IV) THE WORDS "INCLUDING," "INCLUDES" AND "INCLUDE" SHALL
BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION;" (V) REFERENCES TO
AGREEMENTS AND OTHER CONTRACTUAL INSTRUMENTS SHALL BE DEEMED TO INCLUDE ALL
SUBSEQUENT AMENDMENTS AND OTHER MODIFICATIONS THERETO; (VI) REFERENCES TO
STATUTES OR REGULATIONS ARE TO BE CONSTRUED AS INCLUDING ALL STATUTORY AND
REGULATORY PROVISIONS CONSOLIDATING, AMENDING OR REPLACING THE STATUTE OR
REGULATION REFERRED TO; (VII) ANY TABLE OF CONTENTS, CAPTIONS AND HEADINGS ARE
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS
AGREEMENT OR ANY OTHER LOAN
12
DOCUMENT; AND (VIII) IN THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE
TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND INCLUDING"; THE WORDS
"TO" AND "UNTIL" EACH MEAN "TO BUT EXCLUDING"; AND THE WORD "THROUGH" MEANS "TO
AND INCLUDING."
(B)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY USE SEVERAL
DIFFERENT LIMITATIONS, TESTS OR MEASUREMENTS TO REGULATE THE SAME OR SIMILAR
MATTERS.
ALL SUCH LIMITATIONS, TESTS AND MEASUREMENTS ARE CUMULATIVE AND SHALL
BE PERFORMED IN ACCORDANCE WITH THEIR TERMS.
UNLESS OTHERWISE EXPRESSLY
PROVIDED, ANY REFERENCE TO ANY ACTION OF AGENT OR LENDER BY WAY OF CONSENT,
APPROVAL OR WAIVER SHALL BE DEEMED MODIFIED BY THE PHRASE "IN ITS/THEIR
DISCRETION."
(C)
THIS