setting forth the adjustments necessary to demonstrate how
the Borrower is in compliance with the financial covenants based upon GAAP as
utilized in the Financial Statements referred to in Section 6.10(b).
1.3
INTERPRETIVE PROVISIONS
(A).
TERMS NOT OTHERWISE DEFINED HEREIN
WHICH ARE DEFINED IN THE UCC AS IN EFFECT ON THE DATE HEREOF IN THE STATE OF
NEW YORK SHALL HAVE THE MEANINGS GIVEN THEM IN SUCH UCC.
THE TERM "SECURITY
INTEREST" INCLUDES A HYPOTHEC.
(B)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS CREDIT AGREEMENT SHALL REFER TO THIS CREDIT AGREEMENT
AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS CREDIT AGREEMENT, AND
REFERENCES TO ARTICLE, SECTION, SCHEDULE, EXHIBIT AND LIKE REFERENCES ARE
REFERENCES TO THIS CREDIT AGREEMENT UNLESS OTHERWISE SPECIFIED.
IN THE
COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE,
THE WORD "FROM" MEANS "FROM AND INCLUDING," THE WORDS "TO" AND "UNTIL" EACH MEAN
"TO BUT EXCLUDING" AND THE WORD "THROUGH" MEANS "TO AND INCLUDING."
THE WORD
"OR" IS NOT EXCLUSIVE.
(C)
AN EVENT OF DEFAULT SHALL "CONTINUE" OR BE "CONTINUING" UNTIL SUCH
EVENT OF DEFAULT HAS BEEN CURED OR WAIVED IN ACCORDANCE WITH SECTION 11.10
HEREOF.
(D)
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, (I) REFERENCES TO
AGREEMENTS (INCLUDING THIS CREDIT AGREEMENT) AND OTHER CONTRACTUAL INSTRUMENTS
SHALL BE DEEMED TO INCLUDE
45
ALL SUBSEQUENT AMENDMENTS, RESTATEMENTS, AND OTHER MODIFICATIONS THERETO, BUT
ONLY TO THE EXTENT SUCH AMENDMENTS, RESTATEMENTS, AND OTHER MODIFICATIONS ARE
NOT PROHIBITED BY THE TERMS OF ANY CREDIT DOCUMENT, AND (II) REFERENCES TO ANY
STATUTE OR REGULATION ARE TO BE CONSTRUED AS INCLUDING ALL STATUTORY AND
REGULATORY PROVISIONS CONSOLIDATING, AMENDING, REPLACING, SUPPLEMENTING, OR
INTERPRETING THE STATUTE OR REGULATION.
(E)
THE CAPTIONS AND HEADINGS OF THIS CREDIT AGREEMENT AND THE OTHER
CREDIT DOCUMENTS ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS.
(F)
THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS MAY USE
SEVERAL DIFFERENT LIMITATIONS, TESTS, OR MEASUREMENTS TO REGULATE THE SAME OR
SIMILAR MATTERS.
ALL SUCH LIMITATIONS, TESTS, AND MEASUREMENTS ARE CUMULATIVE
AND SHALL EACH BE PERFORMED IN ACCORDANCE WITH THEIR TERMS.
1.4
No Strict Construction.
This Credit Agreement and the other
Credit Documents are the result of negotiations among, and have been reviewed by
counsel to, each Agent, each Lender, each Co-Lead Arranger, and the Credit
Parties and are the products of all parties.
Accordingly, this Credit Agreement
and the other Credit Documents shall not be construed against the Administrative
Agent, the Syndication Agent, the Collateral Agent, the Issuing Lender, the
Lenders, or the Credit Parties merely because of their respective involvement in
their preparation.
1.5
Certain Provisions Regarding Holdings.
(a)
Notwithstanding
anything to the contrary contained in this Credit Agreement or any of the other
Credit Documents, Holdings and the Unrestricted Subsidiaries shall not be
required to comply with any of the covenants or other agreements set forth in
Articles 7 and 8 (such covenants, the