power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person.
Unless otherwise qualified,
all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall
refer to a Subsidiary or Subsidiaries of Borrower.
"Transactions" means the execution, delivery, and performance by Borrower of the
Credit Documents, the borrowing and repayment of the Loans, the pledge,
assignments or grant of the security interests in the Collateral pursuant to the
Credit Documents, the payment of interest and fees thereunder and the use of the
proceeds of the Loans.
"UCC" means the Uniform Commercial Code as in effect from time to time in the
State of New York.
"US Pledged Account" means each Domestic Receivable of the Borrower.
SECTION 1.2.
TERMS GENERALLY.
THE DEFINITIONS OF TERMS HEREIN SHALL APPLY
EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE
CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE," "INCLUDES," AND "INCLUDING"
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION."
THE WORD
"WILL" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD
"SHALL."
UNLESS THE CONTEXT REQUIRES OTHERWISE (A) ANY DEFINITION OF OR
REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE
CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM
TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY
RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN),
(B) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH
PERSON'S SUCCESSORS AND ASSIGNS, (C) THE WORDS "HEREIN," "HEREOF," AND
"HEREUNDER," AND WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO REFER TO THIS
AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION HEREOF, (D) ALL
REFERENCES HEREIN TO ARTICLES, SECTIONS, AND SCHEDULES SHALL BE CONSTRUED TO
REFER TO ARTICLES AND SECTIONS OF, AND SCHEDULES TO, THIS AGREEMENT AND (E) 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, SECURITIES, ACCOUNTS AND GENERAL INTANGIBLES.
SECTION 1.3.
SPECIFIED TIMES AND DATES; DETERMINATIONS.
ALL TIMES SPECIFIED IN
THIS AGREEMENT SHALL BE DETERMINED, UNLESS STATED SPECIFICALLY HEREIN TO THE
CONTRARY, ON THE BASIS OF THE PREVAILING TIME IN NEW YORK CITY.
UNLESS STATED
SPECIFICALLY HEREIN TO THE CONTRARY, IF ANY DAY OR DATE SPECIFIED IN THIS
AGREEMENT FOR ANY NOTICE, ACTION OR EVENT IS NOT A BUSINESS DAY, THEN THE DUE
DATE FOR SUCH NOTICE, ACTION OR EVENT SHALL BE EXTENDED TO THE IMMEDIATELY
SUCCEEDING BUSINESS DAY; PROVIDED THAT INTEREST SHALL ACCRUE ON ANY PAYMENTS DUE
BY BORROWER WHICH ARE EXTENDED BY THE OPERATION OF THIS SECTION 1.3.
ANY
DETERMINATION BY LENDER HEREUNDER