principal, including
payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment; by (ii) the then outstanding principal amount of
such Indebtedness.
"Wholly Owned Subsidiary":
as to any Person, any other Person all of the
Capital Stock of which (other than directors' qualifying shares required by law)
is owned by such Person directly and/or through other Wholly Owned Subsidiaries.
41
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,
ACCOUNTING TERMS RELATING TO
THE US BORROWER AND ITS SUBSIDIARIES 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,
SUBJECT TO SECTION 10.17.
(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.
(E)
ALL CALCULATIONS OF FINANCIAL RATIOS HEREUNDER SHALL BE CALCULATED
TO THE SAME NUMBER OF DECIMAL PLACES AS THE RELEVANT RATIOS ARE EXPRESSED IN AND
SHALL BE ROUNDED UPWARD IF THE NUMBER IN THE DECIMAL PLACE IMMEDIATELY FOLLOWING
THE LAST CALCULATED DECIMAL PLACE IS FIVE OR GREATER. FOR EXAMPLE, IF THE
RELEVANT RATIO IS TO BE CALCULATED TO THE HUNDREDTH DECIMAL PLACE AND THE
CALCULATION OF THE RATIO IS 5.126, THE RATIO WILL BE ROUNDED UP TO 5.13.
(F)
THE EXPRESSIONS "PAYMENT IN FULL," "PAID IN FULL" AND ANY OTHER
SIMILAR TERMS OR PHRASES WHEN USED HEREIN WITH RESPECT TO THE OBLIGATIONS SHALL
MEAN THE PAYMENT IN FULL, IN IMMEDIATELY AVAILABLE FUNDS, OF ALL OF THE
OBLIGATIONS.
(G)
THE TERM "INCLUDING", "INCLUDE" AND "INCLUDES" IS NOT LIMITING AND
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
(H)
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.
(I)
A REFERENCE TO ANY REQUIREMENT OF LAW INCLUDES ALL REQUIREMENTS
OF LAW VARYING, AMENDING, MODIFYING, SUPPLEMENTING, INTERPRETING, CONSOLIDATING
OR REPLACING THE SAME FROM TIME TO TIME, AND A REFERENCE TO A STATUTE INCLUDES
ALL REGULATIONS, RULES, POLICIES, PROTOCOLS, CODES, PROCLAMATIONS AND ORDINANCES
ISSUED OR OTHERWISE APPLICABLE UNDER THE STATUTE UNLESS, IN ANY SUCH CASE,
OTHERWISE EXPRESSLY PROVIDED IN ANY SUCH STATUTE.
1.3
EXCHANGE RATES; CURRENCY EQUIVALENTS. (A) THE ADMINISTRATIVE
AGENT, THE CANADIAN