Default" means an event which but for the lapse of time or the giving
of notice, or both, would constitute a Default.
"Unused Commitment Fee" is defined in Section 2.8(a).
"U.S." means the United States of America.
"Wholly-Owned Subsidiary" of a Person means, any Subsidiary all of the
outstanding Capital Stock of which shall at the time be owned or controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of
such Person.
25
1.2
Other Definitional Provisions; Construction.
Unless otherwise specified,
(A)
ALL TERMS DEFINED IN THIS AGREEMENT,
WHETHER OR NOT DEFINED IN THIS SECTION 1, HAVE THE DEFINED MEANINGS PROVIDED IN
THIS AGREEMENT WHEN USED IN THIS AGREEMENT, IN ANY OTHER OF THE LOAN DOCUMENTS,
OR ANY OTHER CERTIFICATE, INSTRUMENT OR OTHER DOCUMENT MADE OR DELIVERED
PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, UNLESS OTHERWISE DEFINED
THEREIN.
(B)
REFERENCES TO THE UNIFORM COMMERCIAL CODE,
OR UCC, MEAN AS ENACTED IN THE PARTICULAR JURISDICTION(S) ENCOMPASSED BY THE
REFERENCE.
(C)
THE DEFINITION OF ANY AGREEMENT, DOCUMENT
OR INSTRUMENT INCLUDES ALL SCHEDULES, ATTACHMENTS AND EXHIBITS THERETO AND ALL
RENEWALS, EXTENSIONS, SUPPLEMENTS, MODIFICATIONS, RESTATEMENTS AND AMENDMENTS
THEREOF BUT ONLY TO THE EXTENT SUCH RENEWALS, EXTENSIONS, SUPPLEMENTS,
MODIFICATIONS, RESTATEMENTS OR AMENDMENTS THEREOF ARE NOT PROHIBITED BY THE
TERMS OF ANY LOAN DOCUMENT.
ALL REFERENCES TO STATUTES INCLUDE (I) ALL
REGULATIONS PROMULGATED THEREUNDER, (II) ANY AMENDMENTS OF SUCH STATUTES OR
REGULATIONS PROMULGATED THEREUNDER, AND (III) ANY SUCCESSOR STATUTES AND
REGULATIONS, INCLUDING ANY COMPARABLE PROVISION OF THE APPLICABLE STATUTE,
ORDINANCE, CODE, REGULATION OR OTHER LAW AS AMENDED OR SUPERSEDED AFTER THE DATE
OF THIS AGREEMENT.
(D)
"HEREUNDER," "HEREIN," "HERETO," "THIS
AGREEMENT" AND WORDS OF SIMILAR IMPORT REFER TO THIS ENTIRE DOCUMENT;
"INCLUDING" IS USED BY WAY OF ILLUSTRATION AND NOT BY WAY OF LIMITATION, UNLESS
THE CONTEXT CLEARLY INDICATES THE CONTRARY; THE SINGULAR INCLUDES THE PLURAL AND
CONVERSELY; AND ANY ACTION REQUIRED TO BE TAKEN BY A PERSON IS TO BE TAKEN
PROMPTLY, UNLESS THE CONTEXT CLEARLY INDICATES THE CONTRARY.
(E)
ALL OF THE UNCAPITALIZED TERMS CONTAINED IN
THE LOAN DOCUMENTS WHICH ARE NOW OR HEREAFTER DEFINED UNDER THE UCC WILL, UNLESS
DEFINED IN THE LOAN DOCUMENTS OR THE CONTEXT INDICATES OTHERWISE, HAVE THE
MEANINGS NOW OR HEREAFTER PROVIDED FOR IN THE UCC.
(F)
THE TERM "GOOD FAITH" MEANS HONESTY IN
FACT IN THE CONDUCT OR TRANSACTION CONCERNED.
(G)
ALL EXHIBITS AND SCHEDULES ATTACHED TO THIS
AGREEMENT ARE INCORPORATED INTO, MADE AND FORM AN INTEGRAL PART OF, THIS
AGREEMENT FOR ALL PURPOSES.
(H)
THE EXISTENCE OF REFERENCES TO A BORROWER'S
SUBSIDIARIES THROUGHOUT THIS AGREEMENT IS FOR A MATTER OF CONVENIENCE ONLY.
ANY
REFERENCES TO SUBSIDIARIES OF A BORROWER SET FORTH HEREIN SHALL NOT IN ANY WAY
BE CONSTRUED AS CONSENT BY THE LENDER TO THE ESTABLISHMENT, MAINTENANCE OR
ACQUISITION OF ANY SUBSIDIARY.
(I)
WHENEVER THE SENSE OF THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS SO REQUIRE, THE MASCULINE OR FEMININE GENDER
WILL BE SUBSTITUTED