SUCH CORPORATION HAVING BY THE TERMS
THEREOF ORDINARY VOTING POWER TO ELECT THE MAJORITY OF THE BOARD OF DIRECTORS OF
SUCH CORPORATION.
1.1.96
"YEAR-END FINANCIAL STATEMENTS" SHALL HAVE THE MEANING SET FORTH IN
SECTION 3.7 HEREOF.
1.2
RULES OF INTERPRETATION.
FOR ALL PURPOSES OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR
THEREIN OR UNLESS THE CONTEXT OTHERWISE REQUIRES:
(i)
references to any Person defined in this Section 1 refer to such
Person and its permitted successor in title and assigns or (as the case may be)
his permitted successors, assigns, heirs, executors, administrators and other
legal representatives;
(ii)
references to any agreement, instrument or document defined in
this Section 1 refer to such document as originally executed, or if subsequently
amended, varied or supplemented from time to time, as so amended, varied or
supplemented and in effect at the relevant time of reference thereto;
(iii)
words importing the singular only shall include the plural and
vice versa, and the words importing the masculine gender shall include the
feminine gender and vice versa, and all references to dollars shall be United
States dollars;
(iv)
references to any law include any amendment or modification to
such law;
(v)
the words "include," "includes" and "including" are not limiting;
(vi)
all terms not specifically defined herein or by GAAP, which terms
are defined in the Uniform Commercial Code as in effect in the Commonwealth of
Massachusetts, have the meanings assigned to them therein;
(vii)
the words "herein," "hereof," "hereunder" and words of like import
shall refer to this Agreement as a whole and not to any particular section or
subdivision of this Agreement;
13
(viii)
accounting terms not otherwise defined in this Agreement or any of
the other Loan Documents have the meanings assigned to them in accordance with
GAAP;
(ix)
references to "either Bank" or "either of the Banks" shall be
deemed to be references to "each Bank", "each of the Banks", "any Bank" or "any
of the Banks", as the case may be;
(x)
references to "both Banks" or "both of the Banks" shall be deemed
to be references to "all Banks" or "all of the Banks", as the case may be; and
(xi)
all of the obligations of the Borrowers under this Agreement or
any other Loan Document shall be the joint and several obligations of the
Borrowers.
SECTION 2.
THE REVOLVING LOANS
2.1
REVOLVING LOANS.
2.1.1
UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT, AND
IN RELIANCE UPON THE JOINT AND SEVERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE BORROWERS MADE HEREIN, EACH OF THE BANKS SEVERALLY AGREES TO MAKE LOANS
(THE "REVOLVING LOANS") TO THE BORROWERS AT THE BORROWERS' REQUEST FROM TIME TO
TIME, FROM AND AFTER THE DATE HEREOF AND PRIOR TO THE REVOLVING LOAN MATURITY
DATE IN SUCH AMOUNTS AS REQUESTED BY THE BORROWERS UP TO A MAXIMUM AGGREGATE
PRINCIPAL AMOUNT OUTSTANDING (AFTER GIVING EFFECT TO ALL AMOUNTS REQUESTED) AT
ANY ONE TIME EQUAL TO SUCH BANK'S