Business Day of any calendar quarter, and (v) any
other date designated by the Administrative Agent.
"Wholly Owned Subsidiary":
as to any Person, any other Person all of the
Capital Stock of which (other than directors' qualifying shares required by law)
is owned by such Person directly or through other Wholly Owned Subsidiaries.
"Wholly Owned Subsidiary Guarantor":
any Subsidiary Guarantor that is a Wholly
Owned Subsidiary of the Borrower.
1.2
Other Definitional Provisions.
(a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.
(B)
AS USED HEREIN AND IN THE OTHER LOAN DOCUMENTS, AND ANY
CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO,
ACCOUNTING TERMS RELATING TO HOLDINGS, THE BORROWER AND ITS SUBSIDIARIES NOT
DEFINED IN SECTION 1.1 AND ACCOUNTING TERMS PARTLY DEFINED IN SECTION 1.1, TO
THE EXTENT NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM UNDER
GAAP.
(C)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
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(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(E)
ALL CALCULATIONS OF FINANCIAL RATIOS SET FORTH IN SECTION 7.1
SHALL BE CALCULATED TO THE SAME NUMBER OF DECIMAL PLACES AS THE RELEVANT RATIOS
ARE EXPRESSED IN AND SHALL BE ROUNDED UPWARD IF THE NUMBER IN THE DECIMAL PLACE
IMMEDIATELY FOLLOWING THE LAST CALCULATED DECIMAL PLACE IS FIVE OR GREATER AND
SHALL BE ROUNDED DOWN IF THE NUMBER IN THE DECIMAL PLACE IMMEDIATELY FOLLOWING
THE LAST CALCULATED DECIMAL PLACE IS FOUR OR LOWER.
FOR EXAMPLE, IF THE
RELEVANT RATIO IS TO BE CALCULATED TO THE HUNDREDTH DECIMAL PLACE AND THE
CALCULATION OF THE RATIO IS (I) 5.126, THE RATIO WILL BE ROUNDED UP TO 5.13 AND
(II) 5.124, THE RATIO WILL BE ROUNDED DOWN TO 5.12.
(F)
THE EXPRESSIONS "PAYMENT IN FULL," "PAID IN FULL" AND ANY OTHER
SIMILAR TERMS OR PHRASES WHEN USED HEREIN WITH RESPECT TO THE OBLIGATIONS SHALL
MEAN THE PAYMENT IN FULL, IN IMMEDIATELY AVAILABLE FUNDS, OF ALL OF THE
OBLIGATIONS (OTHER THAN OBLIGATIONS IN RESPECT OF ANY SPECIFIED HEDGE AGREEMENT
AND UNMATURED CONTINGENT REIMBURSEMENT AND INDEMNIFICATION OBLIGATIONS).
(G)
THE WORDS "INCLUDING" AND "INCLUDES" AND WORDS OF SIMILAR IMPORT
WHEN USED IN THIS AGREEMENT SHALL NOT BE LIMITING AND SHALL MEAN "INCLUDING
WITHOUT LIMITATION" OR "INCLUDES WITHOUT LIMITATION", AS THE CASE MAY BE.
(H)
IN THIS AGREEMENT, IN THE COMPUTATION OF PERIODS OF TIME FROM A
SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND
INCLUDING" AND THE WORDS "TO" AND "UNTIL" EACH MEAN "TO BUT EXCLUDING" AND THE
WORD "THROUGH" MEANS "TO AND INCLUDING."
(I)
REFERENCES IN THIS AGREEMENT