day).
"Transaction Costs":
(i) all legal, accounting, consulting, diligence,
appraisal and similar fees and expenses paid by the Borrower in connection with
the closing of the transactions contemplated by this Agreement, including all
investment banking fees paid in connection therewith, (ii) the fees paid on the
Closing Date pursuant to the Fee Letter and (iii) all costs and expenses
relating to the initial public offering of equity interests in the Pledgor in an
amount not to exceed $3,000,000 (excluding underwriting fees).
"Transferee":
as defined in Section 9.6(f) hereof.
"Type":
as to any Loan, its nature as a Base Rate Loan or a LIBOR Loan.
"UBOC":
as defined in the Recitals to this Agreement.
1.2
OTHER DEFINITIONAL PROVISIONS.
(A)
(A)
UNLESS OTHERWISE
SPECIFIED THEREIN, ALL TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THE DEFINED
MEANINGS WHEN USED IN ANY OTHER LOAN DOCUMENT OR ANY CERTIFICATE OR OTHER
DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO.
19
(B)
AS USED HEREIN, IN ANY OTHER LOAN DOCUMENT, AND IN ANY CERTIFICATE
OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO, ACCOUNTING TERMS
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.
UNLESS OTHERWISE PROVIDED HEREIN, ALL FINANCIAL CALCULATIONS MADE
WITH RESPECT TO THE BORROWER FOR THE PURPOSE OF DETERMINING COMPLIANCE WITH THE
TERMS OF THIS AGREEMENT SHALL BE MADE ON A CONSOLIDATED BASIS AND IN ACCORDANCE
WITH GAAP.
FOR THE PURPOSE OF DETERMINING COMPLIANCE WITH FINANCIAL COVENANTS
HEREUNDER FOR ANY PERIOD, ACQUISITIONS, DIVESTITURES, AND ASSET SALES OCCURRING
DURING SUCH PERIOD WILL BE INCLUDED IN THE CALCULATION OF SUCH RATIO FOR SUCH
PERIOD ON A PRO FORMA BASIS, AND WILL BE DEEMED TO HAVE OCCURRED ON THE FIRST
DAY OF SUCH PERIOD.
(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".
(D)
ANY FINANCIAL RATIOS REQUIRED TO BE MAINTAINED BY THE BORROWER
PURSUANT TO THIS AGREEMENT SHALL BE CALCULATED BY DIVIDING THE APPROPRIATE
COMPONENT BY THE OTHER COMPONENT, CARRYING THE RESULT TO ONE PLACE MORE THAN THE
NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED IN THIS AGREEMENT AND ROUNDING
THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A ROUND-UP IF THERE IS NO
NEAREST NUMBER) TO THE NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED IN THIS
AGREEMENT.
(E)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(F)
REFERENCES TO AGREEMENTS, OTHER CONTRACTUAL INSTRUMENTS AND OTHER
DOCUMENTS INCLUDE ALL SUBSEQUENT AMENDMENTS AND OTHER MODIFICATIONS TO SUCH
AGREEMENT AND DOCUMENTS, BUT ONLY TO THE EXTENT SUCH AMENDMENTS AND OTHER
MODIFICATIONS