UNDER ANY OF THE OTHER LOAN DOCUMENTS, INCLUDING
THE REIMBURSEMENT OBLIGATION AND ALL INDEMNIFIED LOSSES AND DEFAULT COSTS;
(C)
TO PAY, REPAY OR REIMBURSE TO BANK PARTY THE
WACHOVIA SWAP OBLIGATIONS; AND
(D)
TO REIMBURSE BANK, ON DEMAND, FOR ALL OF
BANK'S EXPENSES AND COSTS, INCLUDING ATTORNEYS' FEES AND EXPENSES OF BANK'S
COUNSEL, IN CONNECTION WITH THE PREPARATION, ADMINISTRATION, AMENDMENT,
MODIFICATION, OR ENFORCEMENT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING BROUGHT OR THREATENED TO ENFORCE
PAYMENT OF ANY OF THE OBLIGATIONS REFERRED TO IN THE FOREGOING PARAGRAPHS (A),
(B) AND (C).
"ORDINARY COURSE OF BUSINESS" MEANS AN ACTION TAKEN BY A PERSON ONLY IF:
(A)
SUCH ACTION IS CONSISTENT WITH THE PAST
PRACTICES OF SUCH PERSON AND IS TAKEN IN THE ORDINARY COURSE OF THE NORMAL
DAY-TO-DAY OPERATIONS OF SUCH PERSON; AND
(B)
SUCH ACTION IS NOT REQUIRED TO BE AUTHORIZED
BY THE GOVERNING BODY OF SUCH PERSON UNDER APPLICABLE LAWS.
"ORGANIZATIONAL DOCUMENTS" MEANS (I) THE ARTICLES OF INCORPORATION AND THE
BYLAWS OF A CORPORATION, (II) THE PARTNERSHIP AGREEMENT AND ANY STATEMENT OF
PARTNERSHIP OF A GENERAL PARTNERSHIP, (III) THE LIMITED PARTNERSHIP AGREEMENT
AND THE CERTIFICATE OF LIMITED PARTNERSHIP OF A LIMITED PARTNERSHIP, (IV) THE
ARTICLES OF ORGANIZATION AND THE OPERATING AGREEMENT OF A LIMITED LIABILITY
COMPANY, (V) ANY CHARTER OR SIMILAR DOCUMENT ADOPTED OR FILED IN CONNECTION WITH
THE CREATION, FORMATION, OR ORGANIZATION OF A PERSON, AND (VI) ANY AMENDMENT TO
ANY OF THE FOREGOING.
"PARTICIPANT" MEANS ANY BANK, FINANCIAL INSTITUTION, AFFILIATE OF BANK, OR OTHER
ENTITY WHICH ENTERS INTO A PARTICIPATION AGREEMENT WITH BANK AND/OR TO WHOM BANK
ASSIGNS ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
"PAYMENT DUE DATE" MEANS (I) WITH RESPECT TO ANY PAYMENT OF INTEREST ACCRUING AT
THE LIBOR MARKET INDEX RATE OR WITH RESPECT TO ANY PAYMENT OF PRINCIPAL ON THE
LOANS, THE LAST DAY OF EACH CALENDAR MONTH DURING THE TERM OF THIS AGREEMENT;
AND (II) WITH RESPECT TO ANY PAYMENT OF INTEREST ACCRUING ON ANY LIBOR RATE
BORROWING, THE DATE OF EXPIRATION OF THE APPLICABLE LIBOR RATE INTEREST PERIOD.
"PERMITTED ACQUISITION" MEANS (A) ANY ACQUISITION IF THE TOTAL CONSIDERATION
PAID OR PAYABLE IS LESS THAN $10,000,000.00 AND IF (I) BORROWER GIVES BANK NOT
LESS THAN TEN (10) DAYS PRIOR WRITTEN NOTICE OF SUCH ACQUISITION; (II) NO LATER
THAN THIRTY (30) DAYS AFTER THE ACQUISITION, BORROWER SHALL HAVE EXECUTED AND
DELIVERED SUCH DOCUMENTATION (IF ANY) AS MAY BE REQUIRED BY BANK SO THAT BANK
SHALL HAVE A FIRST LIEN WITH RESPECT TO ANY ASSETS ACQUIRED IN CONNECTION WITH
SUCH ACQUISITION (OTHER THAN REAL PROPERTY); AND (III) NO DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING AT THE TIME OF THE CONSUMMATION OF SUCH ACQUISITION
OR WOULD EXIST IMMEDIATELY AFTER
19
SUCH ACQUISITION; AND (B) ANY ACQUISITION IF THE TOTAL CONSIDERATION PAID OR
PAYABLE IS EQUAL TO OR GREATER THAN $10,000,000.00 AND IF (I) BORROWER GIVES
BANK NOT LESS THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF SUCH ACQUISITION;
(II) BANK CONSENTS TO