Section 2.9.
"Term Loan Facility" means the term loan facility established upon exercise of
the Term-Out pursuant to Section 2.9.
"TERM LOAN MATURITY DATE" MEANS THE EARLIER TO OCCUR OF (A) THE DATE THAT IS ONE
(1) YEAR AFTER THE CURRENT MATURITY DATE AND (B) THE DATE OF ACCELERATION OF THE
LOANS PURSUANT TO SECTION 11.2.
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"Term Loan Note" means a promissory note made by the Borrowers in favor of a
Lender evidencing the Term Loan made by such Lender, substantially in the form
of Exhibit A-3, and any amendments, supplements and modifications thereto, any
substitutes therefor, and any replacements, restatements, renewals or extension
thereof, in whole or in part.
"Term Loan Percentage" means, as to any Lender, the ratio of (a) the outstanding
principal balance of the Term Loan held by such Lender to (b) the aggregate
outstanding principal balance of the Term Loan held by all Lenders.
"Term-Out" has the meaning assigned thereto in Section 2.9.
"United States" means the United States of America.
"Wachovia" means Wachovia Bank, National Association, a national banking
association, and its successors.
SECTION 1.2
OTHER DEFINITIONS AND PROVISIONS.
WITH
REFERENCE TO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT, UNLESS OTHERWISE
SPECIFIED HEREIN OR IN SUCH OTHER LOAN DOCUMENT:
(A) THE DEFINITIONS OF TERMS
HEREIN SHALL APPLY EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS
DEFINED, (B) WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE
CORRESPONDING MASCULINE, FEMININE AND NEUTER FORMS, (C) THE WORDS "INCLUDE",
"INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT
LIMITATION", (D) THE WORD "WILL" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND
EFFECT AS THE WORD "SHALL", (E) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE CONSTRUED AS REFERRING TO SUCH
AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM TIME TO TIME AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH
AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN), (F) ANY REFERENCE
HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND
ASSIGNS, (G) THE WORDS "HEREIN", "HEREOF" AND "HEREUNDER", AND WORDS OF SIMILAR
IMPORT, SHALL BE CONSTRUED TO REFER TO THIS AGREEMENT IN ITS ENTIRETY AND NOT TO
ANY PARTICULAR PROVISION HEREOF, (H) ALL REFERENCES HEREIN TO ARTICLES,
SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO ARTICLES AND
SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THIS AGREEMENT, (I) THE WORDS
"ASSET" AND "PROPERTY" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT
AND TO REFER TO ANY AND ALL TANGIBLE AND INTANGIBLE ASSETS AND PROPERTIES,
INCLUDING CASH, SECURITIES, ACCOUNTS AND CONTRACT RIGHTS, (J) THE TERM
"DOCUMENTS" INCLUDES ANY AND ALL INSTRUMENTS, DOCUMENTS, AGREEMENTS,
CERTIFICATES, NOTICES, REPORTS, FINANCIAL STATEMENTS AND OTHER WRITINGS, HOWEVER
EVIDENCED, WHETHER IN PHYSICAL OR ELECTRONIC FORM, (K) 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