Indemnity Claims" means claims for indemnification that may be
asserted by the Agents, any L/C Issuer, any Lender or any other Indemnitee under
the Loan Documents that are unaccrued and contingent and as to which no claim,
notice or demand has been given to or made on the Borrower (with a copy to the
Administrative Agent) within five Business Days after the Borrower's request
therefor to the Administrative Agent (unless the making or giving thereof is
prohibited or enjoined by any applicable Law or any order of any Governmental
Authority); provided that the failure of any Person to make or give any such
claim, notice or demand or otherwise to respond to any such request shall not be
deemed to be a waiver and shall not otherwise affect any such claim for
indemnification.
"United States" and "U.S." mean the United States of America.
"Unreimbursed Amount" has the meaning specified in Section 2.03(e).
1.02
OTHER INTERPRETIVE PROVISIONS.
WITH REFERENCE TO THIS AGREEMENT
AND EACH OTHER LOAN DOCUMENT, UNLESS OTHERWISE SPECIFIED HEREIN OR IN SUCH OTHER
LOAN DOCUMENT:
(A)
THE DEFINITIONS OF TERMS HEREIN SHALL APPLY EQUALLY TO THE
SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE CONTEXT MAY
REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE AND
NEUTER FORMS.
THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED
TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION."
THE WORD "WILL" SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD "SHALL."
UNLESS THE
CONTEXT REQUIRES OTHERWISE, (I) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT (INCLUDING ANY ORGANIZATION DOCUMENT AND THIS
AGREEMENT) SHALL BE CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR
OTHER DOCUMENT AS FROM TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED
(SUBJECT TO ANY RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS
SET FORTH HEREIN OR IN ANY OTHER LOAN DOCUMENT), (II) ANY REFERENCE HEREIN TO
ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS,
(III) THE WORDS "HEREIN," "HEREOF" AND "HEREUNDER," AND WORDS OF SIMILAR IMPORT
WHEN USED IN ANY LOAN DOCUMENT, SHALL BE CONSTRUED TO REFER TO SUCH LOAN
DOCUMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION THEREOF, (IV) ALL
REFERENCES IN A LOAN DOCUMENT TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES
SHALL BE CONSTRUED TO REFER TO ARTICLES AND SECTIONS OF, AND EXHIBITS AND
SCHEDULES TO, THE LOAN DOCUMENT IN WHICH SUCH REFERENCES APPEAR, (V) ANY
REFERENCE TO ANY LAW SHALL INCLUDE ALL STATUTORY AND REGULATORY PROVISIONS
CONSOLIDATING, AMENDING REPLACING OR INTERPRETING SUCH LAW AND ANY REFERENCE TO
ANY LAW OR REGULATION SHALL, UNLESS OTHERWISE SPECIFIED, REFER TO SUCH LAW OR
REGULATION AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, (VI) THE
WORDS "ASSET" AND "PROPERTY" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND
EFFECT AND TO REFER TO ANY AND ALL TANGIBLE AND INTANGIBLE ASSETS AND
PROPERTIES, INCLUDING CASH, SECURITIES, ACCOUNTS AND CONTRACT RIGHTS, AND (VII)
ANY CERTIFICATION HEREUNDER REQUIRED TO BE GIVEN BY A CORPORATE OFFICER SHALL BE
DEEMED