ALL STATUTORY AND REGULATORY PROVISIONS
CONSOLIDATING, AMENDING, REPLACING, SUPPLEMENTING, OR INTERPRETING THE STATUTE
OR REGULATION.
(D)
THE CAPTIONS AND HEADINGS OF THIS AGREEMENT
ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF
THIS AGREEMENT.
(E)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
ARE THE RESULT OF NEGOTIATIONS AMONG AND HAVE BEEN REVIEWED BY COUNSEL TO THE
AGENT, THE LENDERS, AND THE OBLIGORS AND ARE THE PRODUCTS OF ALL PARTIES.
ACCORDINGLY, THE LOAN DOCUMENTS SHALL NOT BE CONSTRUED AGAINST THE AGENT, ANY
LENDER, OR ANY OBLIGOR MERELY BECAUSE OF ANY SUCH PERSON'S INVOLVEMENT IN THEIR
PREPARATION.
(F)
TERMS NOT OTHERWISE DEFINED IN THIS
AGREEMENT SHALL HAVE THE MEANINGS ATTRIBUTED TO SUCH TERMS IN THE UCC.
(G)
WHENEVER THE PAYMENT OF ANY OBLIGATION OR
THE PERFORMANCE OF ANY COVENANT, AGREEMENT OR OBLIGATION IS STATED TO BE DUE ON
A DAY WHICH IS NOT A BUSINESS DAY, SUCH PAYMENT OR PERFORMANCE SHALL (EXCEPT TO
THE EXTENT SET FORTH IN THE DEFINITION OF INTEREST PERIOD) BE MADE ON THE NEXT
SUCCEEDING BUSINESS DAY, AND SUCH EXTENSION OF TIME SHALL BE INCLUDED IN THE
COMPUTATION OF INTEREST OR FEES, AS APPLICABLE.
(H)
ALL REFERENCES IN ANY LOAN DOCUMENT TO ALL
OR ANY PART OF THE OBLIGATIONS BEING PAID IN FULL, PAYMENT IN FULL, PAID IN FULL
IN CASH, PAYMENT IN FULL IN CASH, PAID IN CASH, REPAYMENT IN FULL, REPAID IN
FULL, PAYMENT AND SATISFACTION IN FULL OR INDEFEASIBLY PAID OR ANY SIMILAR
PHRASE SHALL REFER TO SUCH PORTION OF THE OBLIGATIONS EITHER BEING PAID IN FULL
IN CASH OR BEING CONVERTED TO EQUITY AND/OR DEBT TO THE EXTENT PERMITTED BY, AND
IN THE MANNER SET FORTH ON, SCHEDULE 3.1-A.
ARTICLE 2
TERM LOAN; INTEREST AND FEES
Section 2.1
Total Facility.
Subject to all of the terms and conditions of this Agreement and the Financing
Order, the Lenders severally agree to make available a term credit facility of
up to the Maximum Term Loan Amount for use by the Debtors.
The term credit
facility described in the preceding sentence is not a revolving line of credit,
and the Borrowers may not reborrow sums previously advanced as part of the Term
Loan and prepaid or repaid.
23
Section 2.2
Term Loan.
(A)
THE TERM LOAN.
SUBJECT TO SECTION 10.1,
THE LENDERS AGREE, ON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, TO MAKE A
SINGLE ADVANCE IN THE AMOUNT EQUAL TO ITS COMMITMENT OR SUCH LESSER AMOUNT AS IS
AUTHORIZED BY THE FINANCING ORDER TO THE BORROWERS ON OR, AT THE LENDERS'
OPTION, BEFORE THE DATE WHICH IS TWO (2) BUSINESS DAYS FOLLOWING THE ENTRY DATE.
(B)
NO LIABILITY.
THE AGENT SHALL NOT INCUR ANY
LIABILITY TO ANY OBLIGOR AS A RESULT OF ACTING REASONABLY UNDER THIS
SECTION 2.2, AND THE CREDITING OF TERM LOAN TO THE BORROWERS' DEPOSIT ACCOUNT,
OR WIRE TRANSFER TO SUCH PERSON AS THE BORROWERS SHALL DIRECT, SHALL
CONCLUSIVELY ESTABLISH THE OBLIGATION OF THE BORROWERS TO REPAY SUCH TERM LOAN
AS PROVIDED HEREIN.
(C)
NOTATION.
THE AGENT SHALL