such benefits, all
determined as of the then most recent valuation date for such Plans using PBGC
actuarial assumptions for single employer plan terminations.
"United States" and "U.S." each means United States of America.
"Unutilized Commitment" means, at any time, with respect to any Lender, the
excess of (a) such Lender's Commitment at such time over (b) the aggregate
principal amount of outstanding Loans made by such Lender.
"Unutilized Total Commitment" means, at any time, the excess of (a) the Total
Commitment at such time over (b) the aggregate principal amount of all
outstanding Loans.
"Utilization Fees" has the meaning provided in Section 3.1(b).
"Wholly-Owned Subsidiary" means each Subsidiary of the Borrower at least 95% of
whose capital stock, equity interests and partnership interests, other than
director's qualifying shares or similar interests, are owned directly or
indirectly by the Borrower.
SECTION 1.2
COMPUTATION OF TIME PERIODS.
IN THIS AGREEMENT 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
MEANS "TO BUT EXCLUDING," AND THE WORD "THROUGH" MEANS "THROUGH AND INCLUDING."
SECTION 1.3
ACCOUNTING TERMS.
EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN, ALL TERMS OF AN ACCOUNTING OR FINANCIAL NATURE SHALL BE
CONSTRUED IN ACCORDANCE WITH GAAP, AS IN EFFECT FROM TIME TO TIME.
SECTION 1.4
TERMS GENERALLY.
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, (A) ANY DEFINITION OF OR
REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE
CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM
TIME TO TIME AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO
ANY RESTRICTIONS ON SUCH AMENDMENTS, RESTATEMENTS, SUPPLEMENTS OR MODIFICATIONS
SET FORTH HEREIN), (B) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO
INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS, (C) THE WORDS "HEREIN", "HEREOF"
AND "HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO REFER TO
THIS AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION HEREOF, (D)
ALL REFERENCES HEREIN TO SECTIONS, ANNEXES, SCHEDULES AND EXHIBITS SHALL BE
CONSTRUED TO REFER TO SECTIONS OF, AND ANNEXES, SCHEDULES AND EXHIBITS TO, THIS
AGREEMENT, AND (E) THE WORDS "ASSET" AND "PROPERTY" (OR "PROPERTY") SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL REAL
PROPERTY, TANGIBLE AND INTANGIBLE ASSETS AND PROPERTIES, INCLUDING CASH,
SECURITIES, ACCOUNTS AND CONTRACT RIGHTS, AND INTERESTS IN ANY OF THE FOREGOING.
ARTICLE II.
AMOUNT AND TERMS OF LOANS
SECTION 2.1
COMMITMENTS FOR LOANS.
SUBJECT TO AND UPON THE TERMS
AND CONDITIONS HEREIN SET FORTH, EACH LENDER SEVERALLY AGREES TO