its character as a Base Rate Loan or a
Eurodollar Rate Loan.
"UCC" means the Uniform Commercial Code as in effect from time to time in the
State of New York.
"Unencumbered Property" means, at any time with respect to the Borrower and its
Subsidiaries, Real Estate of the Borrower or any Subsidiary thereof that is not
(i) subject to a Lien or (ii) subject to a covenant restricting the Borrower or
such Subsidiary from giving or permitting a Lien on such Real Estate.
"Unencumbered Property Value" means, at any time, with respect to each
Unencumbered Property of the Borrower and its Subsidiaries, the greater of (a)
the sum of the aggregate cost of acquisition of such Unencumbered Property and
the aggregate cost of improvements to such Unencumbered Property (but excluding
any maintenance costs and maintenance capital expenditures) and (b) the
quotient, the numerator of which is the NOI of such Unencumbered Property for
the twelve consecutive months most recently ended prior to such time, and the
denominator of which is 0.10.
"Unencumbered Property Value Ratio" means, at any time, the ratio of (a) the sum
of the Unencumbered Property Values for all Unencumbered Properties at such time
to (b) Unsecured Debt Commitments.
"United States" and "U.S." each means the United States of America.
"Unsecured Debt Commitments" means the aggregate principal amount of the
Borrower's and its Subsidiaries' unsecured commitments for the borrowing of
money.
‐61‐
"Write-Down and Conversion Powers" means, with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution Authority
from time to time under the Bail-In Legislation for the applicable EEA Member
Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule.
SECTION 11.2
OTHER INTERPRETIVE PROVISIONS.
(A)
DEFINED TERMS.
UNLESS OTHERWISE SPECIFIED HEREIN OR THEREIN,
ALL TERMS DEFINED IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL HAVE THE
DEFINED MEANINGS WHEN USED IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO. THE MEANINGS OF DEFINED TERMS SHALL BE EQUALLY
APPLICABLE TO THE SINGULAR AND PLURAL FORMS OF THE DEFINED TERMS.
TERMS
(INCLUDING UNCAPITALIZED TERMS) NOT OTHERWISE DEFINED HEREIN AND THAT ARE
DEFINED IN THE UCC SHALL HAVE THE MEANINGS THEREIN DESCRIBED.
(B)
THE AGREEMENT.
THE WORDS "HEREOF", "HEREIN", "HEREUNDER" AND
WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL REFER TO THIS AGREEMENT OR SUCH OTHER LOAN DOCUMENT AS A WHOLE AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT OR SUCH OTHER LOAN DOCUMENT; AND
SUBSECTION, SECTION, SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT OR
SUCH OTHER LOAN DOCUMENTS UNLESS OTHERWISE SPECIFIED.
(C)
CERTAIN COMMON TERMS.
THE TERM "DOCUMENTS" INCLUDES ANY AND
ALL INSTRUMENTS, DOCUMENTS, AGREEMENTS, CERTIFICATES, INDENTURES, NOTICES AND
OTHER WRITINGS, HOWEVER EVIDENCED.
THE TERM "INCLUDING" IS NOT LIMITING AND
MEANS "INCLUDING WITHOUT LIMITATION."
(D)
PERFORMANCE; TIME.
WHENEVER ANY PERFORMANCE OBLIGATION
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (OTHER THAN A PAYMENT OBLIGATION)
SHALL BE STATED TO BE DUE OR REQUIRED TO BE