directors of such
Person.
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 instrument, certificate or other document made or delivered
pursuant hereto.
(B)
AS USED HEREIN AND IN ANY INSTRUMENT, CERTIFICATE OR OTHER
DOCUMENT MADE OR DELIVERED PURSUANT HERETO, ACCOUNTING TERMS RELATING TO THE
BORROWER AND THE SUBSIDIARIES NOT DEFINED IN SECTION 1.1 AND ACCOUNTING TERMS
PARTLY DEFINED IN SECTION 1.1, TO THE EXTENT NOT DEFINED, SHALL HAVE THE
RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP, PROVIDED THAT, IF THE BORROWER
NOTIFIES THE ADMINISTRATIVE AGENT THAT THE BORROWER REQUESTS AN AMENDMENT OF ANY
PROVISION HEREOF TO ELIMINATE THE EFFECT OF ANY CHANGE OCCURRING AFTER THE DATE
HEREOF IN GAAP OR IN THE APPLICATION THEREOF (OR IF THE ADMINISTRATIVE AGENT
NOTIFIES THE BORROWER THAT THE REQUIRED LENDERS REQUEST AN AMENDMENT OF ANY
PROVISION HEREOF FOR SUCH PURPOSE), REGARDLESS OF WHETHER SUCH NOTICE IS GIVEN
BEFORE OR AFTER SUCH CHANGE IN GAAP OR IN THE APPLICATION THEREOF, THEN SUCH
PROVISION SHALL BE APPLIED ON THE BASIS OF GAAP AS IN EFFECT AND APPLIED
IMMEDIATELY BEFORE SUCH CHANGE SHALL HAVE BECOME EFFECTIVE UNTIL SUCH NOTICE
SHALL HAVE BEEN WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE HEREWITH.
(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, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
SECTION 2.
AMOUNT AND TERMS OF FACILITY
2.1.
Commitments.
(a)
Subject to the terms and conditions hereof,
each Lender severally agrees to make term loans in Dollars (the "Loans") to the
Borrower in a single drawing pursuant to the Funding Request delivered on or
prior to the Closing Date in an aggregate principal amount not
8
exceeding such Lender's Commitment immediately prior to such drawing.
Once
repaid, Loans incurred hereunder may not be reborrowed.
(B)
THE LOANS MAY FROM TIME TO TIME BE (I) EURODOLLAR LOANS, (II) ABR
LOANS OR (III) A COMBINATION THEREOF, AS DETERMINED BY THE BORROWER AND NOTIFIED
TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTIONS 2.2 AND 2.3.
(c)
Each Lender represents that it is a PMP at the date of this
Agreement.
2.2.
Procedure for Borrowing.
The Borrower shall give the
Administrative Agent irrevocable notice of the Borrowing by means of the
completion and delivery to the Administrative Agent of the Funding Request
(which Funding Request must be received by the Administrative Agent prior to (a)
11:00 A.M., New York City time, three Business Days prior to the Borrowing Date,
if all or any part of the requested Loans are to be initially Eurodollar Loans
or (b) 11:00 A.M., New York City time, one Business Day prior to the Borrowing
Date, otherwise), specifying (i) the amount