Life to Maturity" means, when applied to any Indebtedness at
any date, the number of years obtained by dividing:
(i) the sum of the products
obtained by multiplying (A) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (B) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment; by (ii) the then outstanding principal amount of
such Indebtedness.
"Welfare Plan" means a "welfare plan" as such term is defined in Section 3(1) of
ERISA.
39
"Wholly-Owned Subsidiary" means, with respect to any Person at any date, any
Subsidiary of such Person all of the shares of capital stock or other ownership
interests of which (except directors' qualifying shares) are at the time
directly or indirectly owned by such Person.
SECTION 1.02
OTHER INTERPRETATIVE PROVISIONS.
WITH REFERENCE TO THIS 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)
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.
ARTICLE,
SECTION, EXHIBIT AND SCHEDULE REFERENCES ARE TO THE LOAN DOCUMENT IN WHICH SUCH
REFERENCE APPEARS.
THE TERM "INCLUDING" IS BY WAY OF EXAMPLE AND NOT
LIMITATION.
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 AGREEMENT OR ANY OTHER LOAN DOCUMENT.
SECTION 1.03
ACCOUNTING TERMS AND DETERMINATIONS.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, ALL ACCOUNTING TERMS USED HEREIN SHALL BE
INTERPRETED, AND ALL FINANCIAL STATEMENTS AND CERTIFICATES AND REPORTS AS TO
FINANCIAL MATTERS REQUIRED TO BE DELIVERED TO THE LENDERS HEREUNDER SHALL BE
PREPARED, IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS.
ALL FINANCIAL
STATEMENTS DELIVERED TO THE LENDERS HEREUNDER SHALL BE ACCOMPANIED BY A
STATEMENT FROM THE BORROWER THAT GAAP HAS NOT CHANGED SINCE THE MOST RECENT
FINANCIAL STATEMENTS DELIVERED BY THE BORROWER TO THE LENDERS OR IF GAAP HAS
CHANGED DESCRIBING SUCH CHANGES IN DETAIL AND EXPLAINING HOW SUCH CHANGES AFFECT
THE FINANCIAL STATEMENTS.
ALL CALCULATIONS MADE FOR THE PURPOSES OF DETERMINING
COMPLIANCE WITH THIS AGREEMENT SHALL (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN) BE MADE BY APPLICATION OF GAAP APPLIED ON A BASIS CONSISTENT WITH THE
MOST RECENT ANNUAL OR QUARTERLY FINANCIAL STATEMENTS DELIVERED