UNLESS OTHERWISE
SPECIFIED.
THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO
BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION," IF NOT EXPRESSLY FOLLOWED BY
SUCH PHRASE OR THE PHRASE "BUT NOT LIMITED TO."
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(E)
FOR ALL PURPOSES OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED OR UNLESS THE CONTEXT OTHERWISE REQUIRES:
(I) "OR" IS NOT EXCLUSIVE;
(II) ALL ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO THEM IN ACCORDANCE WITH GAAP; AND (III) REFERENCES TO SECTIONS OF,
OR RULES UNDER, THE SECURITIES ACT SHALL BE DEEMED TO INCLUDE SUBSTITUTE,
REPLACEMENT OR SUCCESSOR SECTIONS OR RULES ADOPTED BY THE SEC FROM TIME TO TIME.
SECTION 2
AMOUNT AND TERMS OF COMMITMENTS.
2.1
SENIOR INTERIM LOANS.
(A)
SENIOR INTERIM LOANS GENERALLY.
SUBJECT TO THE TERMS AND
CONDITIONS HEREOF, EACH SENIOR INTERIM LOAN LENDER SEVERALLY AGREES TO MAKE, IN
DOLLARS, IN A SINGLE DRAW ON THE CLOSING DATE, ONE OR MORE TERM LOANS (EACH, A
"SENIOR INTERIM LOAN") TO THE BORROWER IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED THE AMOUNT SET FORTH OPPOSITE SUCH SENIOR INTERIM LOAN LENDER'S NAME IN
SCHEDULE A UNDER THE HEADING "SENIOR INTERIM LOAN COMMITMENT," AS SUCH AMOUNT
MAY BE ADJUSTED OR REDUCED PURSUANT TO THE TERMS HEREOF.
(B)
SENIOR INTERIM LOANS.
THE SENIOR INTERIM LOANS:
(I)
SHALL BE INCURRED AND MAINTAINED AS EUROCURRENCY LOANS WITH AN
INTEREST PERIOD OF THREE MONTHS, WITH THE FIRST SUCH INTEREST PERIOD COMMENCING
ON THE CLOSING DATE; AND
(II)
SHALL BE MADE BY EACH SENIOR INTERIM LOAN LENDER IN AN AGGREGATE
PRINCIPAL AMOUNT WHICH DOES NOT EXCEED THE SENIOR INTERIM LOAN COMMITMENT OF
SUCH SENIOR INTERIM LOAN LENDER.
Once repaid, Senior Interim Loans incurred hereunder may not be reborrowed.
2.2
SENIOR INTERIM LOAN NOTES.
(A)
SENIOR INTERIM LOAN NOTES.
THE BORROWER AGREES THAT, UPON THE
REQUEST TO THE ADMINISTRATIVE AGENT BY ANY SENIOR INTERIM LOAN LENDER MADE ON OR
PRIOR TO THE CLOSING
49
DATE OR IN CONNECTION WITH ANY ASSIGNMENT PURSUANT TO SUBSECTION 10.6(B), IN
ORDER TO EVIDENCE SUCH SENIOR INTERIM LOAN LENDER'S SENIOR INTERIM LOAN, THE
BORROWER WILL EXECUTE AND DELIVER TO SUCH SENIOR INTERIM LOAN LENDER A
PROMISSORY NOTE SUBSTANTIALLY IN THE FORM OF EXHIBIT A (AS AMENDED,
SUPPLEMENTED, REPLACED OR OTHERWISE MODIFIED FROM TIME TO TIME, A "SENIOR
INTERIM LOAN NOTE"), WITH APPROPRIATE INSERTIONS THEREIN AS TO PAYEE, DATE AND
PRINCIPAL AMOUNT, PAYABLE TO SUCH SENIOR INTERIM LOAN LENDER AND IN A PRINCIPAL
AMOUNT EQUAL TO THE UNPAID PRINCIPAL AMOUNT OF THE APPLICABLE SENIOR INTERIM
LOANS MADE (OR ACQUIRED BY ASSIGNMENT PURSUANT TO SUBSECTION 10.6(B)) BY SUCH
SENIOR INTERIM LOAN LENDER TO THE BORROWER.
EACH SENIOR INTERIM LOAN NOTE SHALL
BE DATED THE CLOSING DATE AND SHALL BE PAYABLE AS PROVIDED IN SUBSECTION 2.2(B)
AND PROVIDE FOR THE PAYMENT OF INTEREST IN ACCORDANCE WITH SUBSECTION 3.1.
(B)
THE AGGREGATE SENIOR INTERIM LOANS OF ALL THE SENIOR INTERIM LOAN
LENDERS SHALL BE