expense reasonably determined by the Administrative Agent in consultation with
its environmental consultants and agents after receipt of the Phase II results
in respect of the Mortgaged Property owned by Williams Furnace.
Withholding Certificate - see Section 7.6(d).
Wholly-Owned Subsidiary means, as to any Person, a Subsidiary all of the Capital
Securities of which (except directors' qualifying Capital Securities) are at the
time directly or indirectly owned by such Person and/or another Wholly-Owned
Subsidiary of such Person.
1.2
OTHER INTERPRETIVE PROVISIONS.
(A)
THE
MEANINGS OF DEFINED TERMS ARE EQUALLY APPLICABLE TO THE SINGULAR AND PLURAL
FORMS OF THE DEFINED TERMS.
(B)
SECTION, ANNEX, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(C)
THE TERM "INCLUDING" IS NOT LIMITING AND
MEANS "INCLUDING WITHOUT LIMITATION."
(D)
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."
(E)
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN,
(I) REFERENCES TO AGREEMENTS (INCLUDING THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS) AND OTHER CONTRACTUAL INSTRUMENTS SHALL BE DEEMED TO INCLUDE ALL
SUBSEQUENT AMENDMENTS, RESTATEMENTS, SUPPLEMENTS AND OTHER MODIFICATIONS
THERETO, BUT ONLY TO THE EXTENT SUCH AMENDMENTS, RESTATEMENTS, SUPPLEMENTS AND
OTHER MODIFICATIONS ARE NOT PROHIBITED BY THE TERMS OF ANY LOAN DOCUMENT, AND
(II) REFERENCES TO ANY STATUTE OR REGULATION SHALL BE CONSTRUED AS INCLUDING ALL
STATUTORY AND REGULATORY PROVISIONS AMENDING, REPLACING, SUPPLEMENTING OR
INTERPRETING SUCH STATUTE OR REGULATION.
22
(F)
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS MAY USE SEVERAL DIFFERENT LIMITATIONS, TESTS OR MEASUREMENTS TO
REGULATE THE SAME OR SIMILAR MATTERS.
ALL SUCH LIMITATIONS, TESTS AND
MEASUREMENTS ARE CUMULATIVE AND EACH SHALL BE PERFORMED IN ACCORDANCE WITH ITS
TERMS.
(G)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
ARE THE RESULT OF NEGOTIATIONS AMONG AND HAVE BEEN REVIEWED BY COUNSEL TO THE
ADMINISTRATIVE AGENT, THE COMPANY, THE LENDERS AND THE OTHER PARTIES THERETO AND
ARE THE PRODUCTS OF ALL PARTIES.
ACCORDINGLY, THEY SHALL NOT BE CONSTRUED
AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS MERELY BECAUSE OF THE
ADMINISTRATIVE AGENT'S OR LENDERS' INVOLVEMENT IN THEIR PREPARATION.
SECTION 2
COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT
PROCEDURES.
2.1
COMMITMENTS.
ON AND SUBJECT TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT, EACH OF THE LENDERS, SEVERALLY AND FOR ITSELF
ALONE, AGREES TO MAKE LOANS TO, AND TO ISSUE OR PARTICIPATE IN LETTERS OF CREDIT
FOR THE ACCOUNT OF, THE COMPANY AS FOLLOWS:
2.1.1
REVOLVING LOAN COMMITMENT.
EACH LENDER WITH A REVOLVING LOAN
COMMITMENT AGREES TO MAKE LOANS ON A REVOLVING BASIS ("REVOLVING LOANS") FROM
TIME TO TIME UNTIL THE TERMINATION DATE IN SUCH LENDER'S PRO RATA SHARE OF SUCH
AGGREGATE AMOUNTS AS THE COMPANY MAY REQUEST FROM ALL LENDERS; PROVIDED THAT THE
REVOLVING OUTSTANDINGS WILL NOT AT ANY TIME EXCEED REVOLVING LOAN AVAILABILITY.
2.1.2
TERM LOAN COMMITMENT.
EACH LENDER WITH A TERM LOAN COMMITMENT
AGREES TO MAKE A LOAN TO THE COMPANY (COLLECTIVELY, THE