such termination
(but also giving effect to any assignments made in accordance with Section
10.04(b) after the date on which the Total Tranche 3 Commitment has terminated).
"Tranche 3 Revolving Percentage" means, at any time, a percentage the numerator
of which is the Total Tranche 3 Commitment and the denominator of which is the
sum of the Total Tranche 2 Commitment and the Total Tranche 3 Commitment.
"Tranche 3 Utilization Fee" has the meaning provided in Section 2.11(e).
"Transactions" means the execution, delivery and performance by each Borrower of
this Agreement, the borrowing of Loans, the issuing of Letters of Credit and the
use of the proceeds thereof.
"Type", when used in reference to any Loan or Borrowing, refers to whether the
rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.
"Unpaid Drawings" means, collectively, the Tranche 1 Unpaid Drawings and Tranche
2 Unpaid Drawings.
"Utilization Fees" means, collectively, the Tranche 2 Utilization Fee and
Tranche 3 Utilization Fee.
"WDCIC" means Western Diversified Casualty Insurance Company, a corporation
organized under the laws of Wisconsin.
"Wholly-Owned Subsidiary" of any Person means any Subsidiary of such Person to
the extent all of the capital stock or other ownership interests in such
Subsidiary, other than directors' or nominees' qualifying shares, is owned
directly or indirectly by such Person.
SECTION 1.02.
CLASSIFICATION OF LOANS AND BORROWINGS.
FOR PURPOSES OF THIS
AGREEMENT, LOANS MAY BE CLASSIFIED AND REFERRED TO BY TYPE (E.G., A "EURODOLLAR
LOAN").
IN ADDITION, BORROWINGS AND LETTERS OF CREDIT ALSO MAY BE CLASSIFIED
AND REFERRED TO BY TRANCHE (E.G., A "TRANCHE 2 BORROWING").
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SECTION 1.03.
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, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY
RESTRICTIONS ON SUCH AMENDMENTS, 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 ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES SHALL BE
CONSTRUED TO REFER TO ARTICLES AND SECTIONS OF, AND EXHIBITS AND SCHEDULES TO,
THIS AGREEMENT AND (E) THE WORDS "ASSET" AND "PROPERTY" SHALL BE CONSTRUED TO
HAVE THE SAME MEANING AND EFFECT AND TO