SECURITY AGREEMENT).
B.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) ALL
ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED
TO THEM IN CONFORMITY WITH GAAP; AND (B) FINANCIAL STATEMENTS AND OTHER
INFORMATION REQUIRED TO BE DELIVERED BY THE BORROWER TO THE LENDERS PURSUANT TO
CLAUSES (II) AND (III) OF SECTION 5.3 SHALL BE PREPARED IN ACCORDANCE WITH GAAP
(EXCEPT, WITH RESPECT TO INTERIM FINANCIAL STATEMENTS, FOR THE ABSENCE OF NORMAL
YEAR-END AUDIT ADJUSTMENTS AND EXPLANATORY FOOTNOTES) AS IN EFFECT AT THE TIME
OF SUCH PREPARATION (AND DELIVERED TOGETHER WITH THE RECONCILIATION STATEMENTS
PROVIDED FOR IN SECTION 5.3(V)).
CALCULATIONS IN CONNECTION WITH THE
DEFINITIONS, COVENANTS AND OTHER PROVISIONS OF THIS AGREEMENT SHALL UTILIZE
ACCOUNTING PRINCIPLES AND POLICIES IN CONFORMITY WITH THOSE USED TO PREPARE THE
FINANCIAL STATEMENTS OF THE BORROWER REFERRED TO IN SECTION 4.14A; PROVIDED THAT
SHOULD SUCH ACCOUNTING PRINCIPLES AND POLICIES CHANGE, THE BORROWER, THE AGENT,
AND THE LENDERS SHALL NEGOTIATE IN GOOD FAITH TO AMEND THE FINANCIAL DEFINITIONS
AND RELATED COVENANTS IN CONFORMITY THEREWITH.
SECTION 2.
AMOUNTS AND TERMS OF LOAN COMMITMENTS AND LOANS
2.1
Loan Commitment.
From and including the date of this Agreement and prior to the Facility
Termination Date, each Lender severally agrees, on the terms and conditions set
forth in this Agreement, to make Loans to the Borrower from time to time in
amounts not to exceed in the aggregate at any one time outstanding the amount of
its respective Loan Commitment.
Principal payments or prepayments of the Loans
may not be reborrowed.
The initial amount of each of the Lender's Loan
Commitments is set forth on Schedule 1.1(c).
2.2
Required Payments; Termination.
Any outstanding Loans and all other unpaid Obligations shall be paid in full by
the Borrower on the Facility Termination Date.
2.3
Disbursement Procedures for Loans.
A.
MINIMUM AMOUNTS.
EACH BORROWING SHALL BE IN AN AGGREGATE AMOUNT
OF AT LEAST $500,000 OR AN INTEGRAL MULTIPLE OF $100,000 IN EXCESS OF THAT;
PROVIDED THAT A FINAL BORROWING MAY BE IN AN AGGREGATE AMOUNT THAT IS EQUAL TO
THE ENTIRE UNUSED BALANCE OF THE LOAN COMMITMENTS.
B.
REQUESTS FOR BORROWINGS.
TO REQUEST A BORROWING, THE BORROWER
SHALL NOTIFY THE AGENT OF SUCH REQUEST BY SUBMISSION OF A PROPERLY EXECUTED AND
CERTIFIED REQUEST FOR ADVANCE, AT LEAST SEVEN (7) CALENDAR DAYS IN ADVANCE OF A
BORROWING, BUT IN NO EVENT MORE FREQUENTLY THAN ONCE PER MONTH.
EACH SUCH
REQUEST FOR A LOAN SHALL BE IRREVOCABLE.
EACH REQUEST FOR ADVANCE SHALL COMPLY
WITH SECTION 3.2.
C.
DISBURSEMENT PROCEDURES FOR LOANS.
THE AGENT SHALL DISBURSE EACH
LOAN TO BE MADE BY LENDERS HEREUNDER ON THE DATE REQUESTED IN THE APPLICABLE
REQUEST FOR ADVANCE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS BY
4:00 P.M., NEW YORK CITY TIME, TO THE ACCOUNT OF THE BORROWER, AS DESIGNATED IN
THE REQUEST FOR ADVANCE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, IN NO EVENT SHALL THE AGENT BE REQUIRED TO MAKE OR MAKE AVAILABLE LOANS
MORE FREQUENTLY THAN ONCE PER MONTH.
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2.4
Lender