is a Wholly Owned Subsidiary of
the Borrower.
"Wholly Owned Subsidiary":
as to any Person, any other Person all of the
Capital Stock of which (other than directors' qualifying shares required by law)
is owned by such Person directly and/or through other Wholly Owned Subsidiaries.
1.2
OTHER DEFINITIONAL PROVISIONS.
(A)
UNLESS
OTHERWISE SPECIFIED THEREIN, ALL TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THE
DEFINED MEANINGS WHEN USED IN THE OTHER LOAN DOCUMENTS OR ANY CERTIFICATE OR
OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO.
(B)
AS USED HEREIN AND IN THE OTHER LOAN
DOCUMENTS, 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 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.
(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
27
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.
(E)
ALL CALCULATIONS OF FINANCIAL RATIOS SET
FORTH IN SECTION 7.1 SHALL BE CALCULATED TO THE SAME NUMBER OF DECIMAL PLACES AS
THE RELEVANT RATIOS ARE EXPRESSED IN AND SHALL BE ROUNDED UPWARD IF THE NUMBER
IN THE DECIMAL PLACE IMMEDIATELY FOLLOWING THE LAST CALCULATED DECIMAL PLACE IS
FIVE OR GREATER.
FOR EXAMPLE, IF THE RELEVANT RATIO IS TO BE CALCULATED TO THE
HUNDREDTH DECIMAL PLACE AND THE CALCULATION OF THE RATIO IS 5.126, THE RATIO
WILL BE ROUNDED UP TO 5.13.
(F)
THE EXPRESSIONS "PAYMENT IN FULL," "PAID
IN FULL" AND ANY OTHER SIMILAR TERMS OR PHRASES WHEN USED HEREIN WITH RESPECT TO
THE OBLIGATIONS SHALL MEAN THE PAYMENT IN FULL, IN IMMEDIATELY AVAILABLE FUNDS,
OF ALL OF THE OBLIGATIONS.
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
2.1
Term Loan Commitments.
Subject to the terms
and conditions hereof, the Tranche B Term Loan Lenders severally agree to make
term loans (each, a "Tranche B Term Loan") to the Borrower on each Funding Date
in an amount for each Tranche B Term Loan Lender not to exceed the lesser of its
(a) Tranche B Term Loan Percentage of the Tranche B Term Loans requested by the
Borrower on such Funding Date and (b) its remaining unfunded Tranche B Term Loan
Commitment.
The Term Loans may from time to time be Eurodollar Loans or Base
Rate Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with Sections 2.2 and 2.13.
Any unfunded Tranche B Term
Loan Commitments shall terminate on the Tranche B Term Loan Commitment
Expiration Date, if not borrowed on or before such date.
2.2
Procedure for Term Loan Borrowing.
The
Borrower shall deliver to the Administrative Agent