Fee means a fee equal to 0.50% per annum on the daily unused
portion of the Revolving Line of Credit.
Working Day means any Business Day on which dealings in foreign currencies and
exchanges between banks may be transacted.
1.2
RULES OF INTERPRETATION.
UNLESS OTHERWISE REQUIRED BY THE CONTEXT
IN WHICH ANY TERM APPEARS:
(A) CAPITALIZED TERMS USED IN THIS AGREEMENT HAVE
THE MEANINGS SPECIFIED IN SECTION 1.1; (B) THE SINGULAR OF A DEFINED TERM
INCLUDES THE PLURAL; (C) REFERENCES TO "SECTIONS," "SCHEDULES" OR "EXHIBITS" (IF
ANY) REFER TO SECTIONS, SCHEDULES OR EXHIBITS (IF ANY) OF THIS AGREEMENT, UNLESS
OTHERWISE SPECIFIED; (D) ALL REFERENCES TO A PARTICULAR PERSON INCLUDE A
REFERENCE TO SUCH PERSON'S SUCCESSORS AND PERMITTED ASSIGNS; (E) THE WORDS
"HEREIN," "HEREOF" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS
AGREEMENT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR SECTION
OR SUBSECTION OF THIS AGREEMENT; (F) ALL ACCOUNTING TERMS NOT SPECIFICALLY
DEFINED HEREIN WILL BE CONSTRUED IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED,
AND ALL TERMS USED IN ARTICLE 9 OF THE NEW YORK UCC, AND NOT SPECIFICALLY
DEFINED HEREIN, ARE USED HEREIN AS DEFINED IN SUCH ARTICLE 9; (G) REFERENCES TO
THIS AGREEMENT INCLUDE A REFERENCE TO ALL SCHEDULES AND EXHIBITS HERETO, AS THE
SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR REPLACED FROM TIME TO TIME; (H)
REFERENCES TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT MEAN A REFERENCE TO SUCH
AGREEMENT, DOCUMENT OR INSTRUMENT, AND ALL APPENDICES, ANNEXES, SCHEDULES AND
EXHIBITS THERETO, AS IN EFFECT ON THE CLOSING DATE OR AS THE SAME MAY BE
AMENDED, MODIFIED, SUPPLEMENTED OR REPLACED FROM TIME TO TIME; (I) A REFERENCE
TO ANY STATUTE, REGULATION, PROCLAMATION, ORDINANCE OR LAW INCLUDES ALL
STATUTES, REGULATIONS, PROCLAMATIONS, ORDINANCES OR LAWS VARYING, CONSOLIDATING
OR REPLACING THE SAME FROM TIME TO TIME, AND A REFERENCE TO A STATUTE INCLUDES
ALL REGULATIONS, POLICIES, PROTOCOLS, CODES, PROCLAMATIONS AND ORDINANCES ISSUED
OR OTHERWISE APPLICABLE UNDER THAT STATUTE UNLESS, IN ANY SUCH CASE, OTHERWISE
EXPRESSLY PROVIDED IN ANY SUCH STATUTE OR IN THIS AGREEMENT; (J) THE USE OF THE
WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" IN THIS AGREEMENT TO REFER TO
SPECIFIC EXAMPLES WILL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT
LIMITATION" OR "BUT NOT LIMITED TO" AND WILL NOT BE CONSTRUED TO MEAN THAT THE
EXAMPLES GIVEN ARE AN EXCLUSIVE LIST OF THE TOPICS COVERED; AND (K) THE USE OF
THE WORD "OR" WILL NOT BE EXCLUSIVE.
SECTION 2.
CONDITIONS PRECEDENT.
2.1
THE OBLIGATION OF THE AGENT AND THE LENDERS TO MAKE THE INITIAL
LOANS HEREUNDER IS SUBJECT TO THE SATISFACTION OF, EXTENSION OF OR WAIVER OF (IN
WRITING), ON OR PRIOR TO, THE CLOSING DATE, THE FOLLOWING CONDITIONS PRECEDENT:
(A)
[RESERVED];
19
(B)
A COPY OF THE RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF THE
COMPANY AUTHORIZING THE COMPANY'S EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER DOCUMENTS TO BE DELIVERED BY IT HEREUNDER AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, CERTIFIED BY ITS SECRETARY OR
ASSISTANT SECRETARY;
(C)