LAW" SHALL MEAN
THE LAW IN EFFECT AS OF THE DATE HEREOF; PROVIDED, HOWEVER, THAT IN THE EVENT
THERE IS A CHANGE IN THE LAW WHICH RESULTS IN A HIGHER PERMISSIBLE RATE OF
INTEREST, THEN THIS AGREEMENT SHALL BE GOVERNED BY SUCH NEW LAW AS OF ITS
EFFECTIVE DATE.
SECTION 10.
DEFINED TERMS.
IN ADDITION TO TERMS DEFINED ELSEWHERE IN THIS
AGREEMENT, AS USED HEREIN, THE FOLLOWING TERMS HAVE THE RESPECTIVE MEANINGS SET
FORTH IN THIS SECTION 10.
ANY DEFINED TERM USED IN THE PLURAL PRECEDED BY THE
DEFINITE ARTICLE SHALL BE TAKEN TO ENCOMPASS ALL MEMBERS OF THE RELEVANT CLASS.
ANY DEFINED TERM USED IN THE SINGULAR PRECEDED BY "ANY" SHALL BE TAKEN TO
INDICATE ANY NUMBER OF THE MEMBERS OF THE RELEVANT CLASS.
ALL CALCULATIONS
CONTEMPLATED BY FINANCIAL TERMS USED WITH RESPECT TO THE BORROWER AND ITS
SUBSIDIARIES SHALL BE MADE ON A CONSOLIDATED BASIS, IN ACCORDANCE WITH GAAP AND
ANY OTHER FINANCIAL DEFINITIONS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE
MEANINGS GIVEN TO THEM UNDER GAAP.
"AFFILIATE" ANY PERSON WHICH, DIRECTLY OR INDIRECTLY, CONTROLS OR IS CONTROLLED
BY OR IS UNDER COMMON CONTROL WITH THE BORROWER; ANY OFFICER OR DIRECTOR OF THE
BORROWER; ANY PERSON OWNING OF RECORD OR BENEFICIALLY, DIRECTLY OR INDIRECTLY,
5% OR MORE OF ANY CLASS OF CAPITAL STOCK OF THE BORROWER OR 5% OR MORE OF ANY
CLASS OF CAPITAL STOCK OR OTHER EQUITY INTEREST HAVING VOTING POWER (UNDER
ORDINARY
17
CIRCUMSTANCES) OF ANY OF THE OTHER PERSONS DESCRIBED ABOVE; AND ANY MEMBER OF
THE IMMEDIATE FAMILY OF ANY OF THE FOREGOING.
"BANK CERTIFICATE" A CERTIFICATE SIGNED BY AN OFFICER OF THE BANK SETTING FORTH
ANY ADDITIONAL AMOUNT REQUIRED TO BE PAID BY THE BORROWER TO THE BANK PURSUANT
TO §3.3 OF THIS AGREEMENT, WHICH CERTIFICATE SHALL BE SUBMITTED BY THE BANK TO
THE BORROWER IN CONNECTION WITH EACH DEMAND MADE AT ANY TIME BY THE BANK UPON
THE BORROWER WITH RESPECT TO ANY SUCH ADDITIONAL AMOUNT, AND EACH SUCH
CERTIFICATE SHALL, SAVE FOR MANIFEST ERROR, CONSTITUTE PREEMPTIVE EVIDENCE OF
CLAIM BY THE BANK FOR ALL OR ANY PART OF ANY ADDITIONAL AMOUNT REQUIRED TO BE
PAID BY THE BORROWER MAY BE MADE BEFORE AND/OR AFTER THE END OF THE PERIOD TO
WHICH SUCH CLAIM RELATES OR DURING WHICH SUCH CLAIM HAS ARISEN AND BEFORE AND/OR
AFTER ANY PAYMENT HEREUNDER TO WHICH SUCH CLAIM RELATES.
EACH BANK CERTIFICATE
SHALL SET FORTH IN REASONABLE DETAIL THE BASIS FOR AND THE CALCULATION OF THE
CLAIM TO WHICH IT RELATES.
"CAPITAL EXPENDITURES"
AS TO ANY PERSON FOR ANY PERIOD, THE SUM OF ALL AMOUNTS
WHICH WOULD, IN ACCORDANCE WITH GAAP, BE INCLUDED AS ADDITIONS TO PROPERTY,
PLANT AND EQUIPMENT AND OTHER CAPITAL EXPENDITURES FOR SUCH PERIOD, INCLUDING,
WITHOUT LIMITATION, AMOUNTS WITH RESPECT TO CAPITALIZED LEASES.
"CAPITAL LEASE OBLIGATIONS"
AS TO ANY PERSON, THE OBLIGATIONS OF SUCH PERSON
OR ANY OF ITS SUBSIDIARIES TO PAY RENT OR OTHER AMOUNTS UNDER ANY LEASE OF (OR
OTHER ARRANGEMENT CONVEYING THE RIGHT TO USE) REAL OR PERSONAL PROPERTY, OR