Subsidiary" means a direct or indirect Subsidiary of the Parent or
the Borrower, in which the Parent, the Borrower and their Subsidiaries have
invested in cash, assets or equity investments as permitted by the terms of
Section 7.17, and which the Borrower has designated as an "Unrestricted
Subsidiary" by delivering five days prior written notice to the Administrative
Agent (or such lesser notice as agreed to by the Administrative Agent).
Each
Subsidiary of an Unrestricted Subsidiary shall also be an Unrestricted
Subsidiary.
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) 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
26
SPECIFIED, REFER TO SUCH LAW OR REGULATION AS AMENDED, MODIFIED OR SUPPLEMENTED
FROM TIME TO TIME, AND (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.
DERIVATIVES OF DEFINED TERMS HAVE CORRESPONDING MEANINGS.
ANY
REFERENCE TO THE KNOWLEDGE OF A NON-INDIVIDUAL PERSON SHALL MEAN THE ACTUAL
KNOWLEDGE OF AN EXECUTIVE OFFICER (OR INDIVIDUAL HOLDING A SIMILAR POSITION) OF
SUCH PERSON.
ANY REFERENCE TO "CONSOLIDATED" IN CONNECTION WITH THE PARENT, THE
BORROWER AND THEIR SUBSIDIARIES SHALL MEAN ELIMINATING ALL INTERCOMPANY
ACCOUNTS.
(B)
IN THE COMPUTATION OF PERIODS OF TIME FROM A
SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND
INCLUDING;" THE WORDS "TO" AND "UNTIL" EACH MEAN "TO