Net Investment Balance during the periods
specified below:
(a)
the Valuation Decline Rate shall exceed 10% during any one-month
period; or
(b)
the Valuation Decline Rate shall exceed 20% during any three-month
period; or
(c)
the Valuation Decline Rate shall exceed 30% during any one-year
period.
"Valuation Decline Rate" means, with respect to any period, a fraction, the
numerator of which equals the difference, if positive, of (a) the Valuation
Decline Amount of the Borrower and Exchange Sub minus (b) the amount paid to the
Borrower or Exchange Sub in respect of the pledged units of the Partnership that
have been redeemed or liquidated during the period, and the denominator of which
equals the Net Investment Balance of the Borrower and Exchange Sub on the first
day of such period.
16
"Voting Percentage" means, at any time:
(a)
prior to the making of the initial Loans, the percentage which
such Lender's aggregate commitment at such time is of the total aggregate
commitments of all the Lenders at such time; and
(b)
on and after the making of the initial Loans, the percentage which
(i) the sum of the outstanding principal amount of such Lender's Loans and its
ratable share of any Letter of Credit Outstandings plus such Lenders aggregate
unutilized Commitments at such time is of, (ii) the sum of the outstanding
principal amount of all Loans plus the Letter of Credit Outstandings plus the
aggregate amount of all unused Commitments at such time.
"Weekly Report" is defined in Section 8.1(e) hereof.
Other Interpretive Provisions.
With reference to this Credit Agreement and each
other Loan Document, unless otherwise specified herein or in such other Loan
Document:
(A)
THE MEANINGS OF DEFINED TERMS ARE EQUALLY APPLICABLE TO THE
SINGULAR AND PLURAL FORMS OF THE DEFINED TERMS.
(B)
(I)
THE WORDS "HEREIN," "HERETO," "HEREOF" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN ANY LOAN DOCUMENT SHALL
REFER TO SUCH LOAN DOCUMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION
THEREOF.
(II)
ARTICLE, SECTION, EXHIBIT AND SCHEDULE REFERENCES ARE TO THE LOAN
DOCUMENT IN WHICH SUCH REFERENCE APPEARS, UNLESS OTHERWISE SPECIFIED.
(III)
THE TERM "INCLUDING" IS BY WAY OF EXAMPLE AND NOT LIMITATION.
(IV)
THE TERM "DOCUMENTS" INCLUDES ANY AND ALL INSTRUMENTS, DOCUMENTS,
AGREEMENTS, CERTIFICATES, NOTICES, REPORTS, FINANCIAL STATEMENTS AND OTHER
WRITINGS, HOWEVER EVIDENCED, WHETHER IN PHYSICAL OR ELECTRONIC FORM.
(C)
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 BUT EXCLUDING;" AND THE WORD "THROUGH" MEANS "TO AND
INCLUDING."
(D)
SECTION HEADINGS HEREIN AND IN THE OTHER LOAN DOCUMENTS ARE
INCLUDED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
1.2
ACCOUNTING TERMS.
(A)
ALL ACCOUNTING TERMS NOT SPECIFICALLY OR COMPLETELY DEFINED HEREIN
SHALL BE CONSTRUED IN CONFORMITY WITH, AND ALL FINANCIAL DATA (INCLUDING
FINANCIAL RATIOS AND OTHER FINANCIAL CALCULATIONS) REQUIRED TO BE SUBMITTED
PURSUANT