Bank).
Synthetic Lease Obligation.
The monetary obligation of a Person under a
so-called synthetic, off-balance sheet or tax retention lease, where such
transaction is considered borrowed
15
money Indebtedness for tax purposes but which is classified as an operating
lease pursuant to GAAP.
Taxes.
All present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Government
Authority, including any interest, additions to tax or penalties applicable
thereto.
Termination Date.
The earlier of (a) the Maturity Date and (b) the date of
termination in whole of the Commitments pursuant to Section 2.5(a) or 11.1.
Total Commitment.
The sum of the Commitments of the Banks, as in effect from
time to time.
As of the Closing Date the Total Commitment is $800,000,000.
12b-1 Fees.
All or any portion of (a) the compensation or fees paid, payable,
or expected to be payable to the Borrower or any of its Subsidiaries for acting
as the distributor of securities as permitted under Rule 12b-l under the 1940
Act, (b) the contingent deferred sales charges or redemption fees paid, payable,
or expected to be paid to the Borrower or any of its Subsidiaries, and (c) any
right, title, or interest in or to any such compensation or fees.
Type.
As to any Loan, its nature as a Federal Funds Rate Loan, Alternate Base
Rate Loan or LIBOR Loan, as the case may be.
Units.
Units representing assignments of beneficial ownership of limited
partnership interests in the Borrower.
Voting Equity Securities.
Equity Securities of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, to
vote for the election of a majority of the directors (or persons performing
similar functions) of the Entity that issued such Equity Securities.
1.2
Rules of Interpretation.
(A)
A REFERENCE TO ANY CONTRACT OR OTHER DOCUMENT SHALL INCLUDE SUCH
CONTRACT OR OTHER DOCUMENT AS AMENDED, MODIFIED, OR SUPPLEMENTED FROM TIME TO
TIME IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF THIS CREDIT AGREEMENT.
(B)
THE SINGULAR INCLUDES THE PLURAL AND THE PLURAL INCLUDES THE
SINGULAR.
(C)
A REFERENCE TO ANY GOVERNMENT MANDATE INCLUDES ANY AMENDMENT OR
MODIFICATION TO SUCH GOVERNMENT MANDATE OR ANY SUCCESSOR GOVERNMENT MANDATE.
(D)
A REFERENCE TO ANY PERSON INCLUDES ITS PERMITTED SUCCESSORS AND
PERMITTED ASSIGNS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, A
REFERENCE TO ANY BANK SHALL INCLUDE ANY PERSON THAT SUCCEEDS GENERALLY TO ITS
ASSETS AND LIABILITIES.
(E)
ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO THEM BY GAAP.
(F)
THE WORDS "INCLUDE", "INCLUDES", AND "INCLUDING" ARE NOT
LIMITING.
16
(G)
ALL TERMS NOT SPECIFICALLY DEFINED HEREIN OR BY GAAP, WHICH TERMS
ARE DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW
YORK, HAVE THE MEANINGS ASSIGNED TO THEM THEREIN.
(H)
REFERENCE TO A PARTICULAR "§", SECTION, SCHEDULE, OR
EXHIBIT REFERS TO THAT SECTION, SCHEDULE, OR EXHIBIT OF THIS CREDIT AGREEMENT
UNLESS OTHERWISE INDICATED.
(I)
THE WORDS "HEREIN", "HEREOF", AND