each day by the Swingline
Lender and such determination shall be presumed correct in the absence of facts
or circumstances indicating that it has been made in error.
"Swingline Participation Amount":
as defined in Section 2.4.
"Syndication Agent":
as defined in the preamble hereto.
"Total Commitments":
at any time, the aggregate amount of the Commitments then
in effect.
"Total Revolving Extensions of Credit":
at any time, the aggregate amount of
the Revolving Extensions of Credit of the Lenders outstanding at such time.
"Transferee":
any Assignee or Participant.
"Type":
as to any Loan, its nature as an ABR Loan or a Eurocurrency Loan, and
as a Swingline Loan or Loan made directly by all the Lenders.
"United States":
the United States of America.
"Utilization Fee Rate":
the applicable rate per annum set forth in the Pricing
Grid.
17
"Wholly Owned Subsidiary":
as to any Person, any other Person all of the
Capital Stock of which (other than directors' qualifying shares, local resident
shares and other minimal amounts required by law) is owned by such Person
directly and/or through other Wholly Owned Subsidiaries.
"Wholly Owned Subsidiary Guarantor":
any Subsidiary Guarantor that is a Wholly
Owned Subsidiary of the Parent Borrower.
1.2
Other Definitional Provisions. (a) Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or
other document made or delivered pursuant hereto or thereto.
(B)
AS USED HEREIN AND IN THE OTHER LOAN DOCUMENTS, AND ANY CERTIFICATE OR
OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO, (I) ACCOUNTING
TERMS RELATING TO ANY GROUP MEMBER NOT DEFINED IN SECTION 1.1 AND ACCOUNTING
TERMS PARTLY DEFINED IN SECTION 1.1, TO THE EXTENT NOT DEFINED, SHALL HAVE THE
RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP, (II) THE WORDS "INCLUDE",
"INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT
LIMITATION", (III) THE WORD "INCUR" SHALL BE CONSTRUED TO MEAN INCUR, CREATE,
ISSUE, ASSUME, BECOME LIABLE IN RESPECT OF OR SUFFER TO EXIST (AND THE WORDS
"INCURRED" AND "INCURRENCE" SHALL HAVE CORRELATIVE MEANINGS), (IV) THE WORDS
"ASSET" AND "PROPERTY" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT
AND TO REFER TO ANY AND ALL TANGIBLE AND INTANGIBLE ASSETS AND PROPERTIES,
INCLUDING CASH, CAPITAL STOCK, SECURITIES, REVENUES, ACCOUNTS, LEASEHOLD
INTERESTS AND CONTRACT RIGHTS, AND (V) REFERENCES TO AGREEMENTS OR OTHER
CONTRACTUAL OBLIGATIONS SHALL, UNLESS OTHERWISE SPECIFIED, BE DEEMED TO REFER TO
SUCH AGREEMENTS OR CONTRACTUAL OBLIGATIONS AS AMENDED, SUPPLEMENTED, RESTATED OR
OTHERWISE MODIFIED FROM TIME TO TIME.
(C)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT,
WHEN USED IN THIS AGREEMENT, SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY APPLICABLE TO
BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
SECTION 2.
AMOUNT AND TERMS OF COMMITMENTS
2.1