accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code
for the applicable plan year.
SECTION 1.2 GAAP. UNLESS OTHERWISE INDICATED IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, ALL ACCOUNTING TERMS USED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL BE CONSTRUED, AND ALL ACCOUNTING AND FINANCIAL COMPUTATIONS HEREUNDER OR
THEREUNDER SHALL BE COMPUTED, IN ACCORDANCE WITH GAAP. IF GAAP CHANGES DURING
THE TERM OF THIS AGREEMENT SUCH THAT ANY COVENANTS CONTAINED HEREIN WOULD THEN
BE CALCULATED IN A DIFFERENT MANNER OR WITH DIFFERENT COMPONENTS, THE BORROWER
AND THE LENDER AGREE TO NEGOTIATE IN GOOD FAITH TO AMEND THIS AGREEMENT IN SUCH
RESPECTS AS ARE NECESSARY TO CONFORM THOSE COVENANTS AS CRITERIA FOR EVALUATING
THE BORROWER'S CONSOLIDATED FINANCIAL CONDITION TO SUBSTANTIALLY THE SAME
CRITERIA AS WERE EFFECTIVE PRIOR TO SUCH CHANGE IN GAAP; PROVIDED, HOWEVER,
THAT, UNTIL THE BORROWER AND THE LENDER SO AMEND THIS AGREEMENT, ALL SUCH
COVENANTS SHALL BE CALCULATED IN ACCORDANCE WITH GAAP AS IN EFFECT IMMEDIATELY
PRIOR TO SUCH CHANGE.
SECTION 1.3 HEADINGS. HEADINGS IN THIS AGREEMENT AND EACH OF THE OTHER LOAN
DOCUMENTS ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT PART OF THE
SUBSTANCE HEREOF OR THEREOF.
SECTION 1.4 PLURAL TERMS. ALL TERMS DEFINED IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN THE SINGULAR FORM SHALL HAVE COMPARABLE MEANINGS WHEN USED IN THE
PLURAL FORM AND VICE VERSA.
SECTION 1.5 TIME. ALL REFERENCES IN THIS AGREEMENT AND EACH OF THE OTHER LOAN
DOCUMENTS TO A TIME OF DAY MEANS NEW YORK, NEW YORK TIME, UNLESS OTHERWISE
INDICATED.
SECTION 1.6 CONSTRUCTION. THIS AGREEMENT IS THE RESULT OF NEGOTIATIONS AMONG,
AND HAS BEEN REVIEWED BY, THE BORROWER AND THE LENDER AND THEIR RESPECTIVE
COUNSEL. ACCORDINGLY, THIS AGREEMENT SHALL BE DEEMED TO BE THE PRODUCT OF ALL
PARTIES HERETO, AND NO AMBIGUITY SHALL BE CONSTRUED IN FAVOR OF OR AGAINST THE
BORROWER OR THE LENDER.
SECTION 1.7 CALCULATION OF INTEREST AND FEES. ALL CALCULATIONS OF INTEREST AND
FEES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS FOR ANY PERIOD (A) SHALL
INCLUDE THE FIRST DAY OF SUCH PERIOD AND EXCLUDE THE LAST DAY OF SUCH PERIOD AND
(B) SHALL BE CALCULATED ON THE BASIS OF A YEAR OF 360 DAYS FOR ACTUAL DAYS
ELAPSED.
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SECTION 1.8 REFERENCES.
(A)
REFERENCES IN THIS AGREEMENT TO "RECITALS,"
"SECTIONS," "EXHIBITS" AND "SCHEDULES" ARE TO RECITALS, SECTIONS, EXHIBITS AND
SCHEDULES HEREIN AND HERETO UNLESS OTHERWISE INDICATED.
(B)
REFERENCES IN THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT TO ANY DOCUMENT, INSTRUMENT OR AGREEMENT (I) SHALL INCLUDE ALL
EXHIBITS, SCHEDULES AND OTHER ATTACHMENTS THERETO, (II) SHALL INCLUDE ALL
DOCUMENTS, INSTRUMENTS OR AGREEMENTS ISSUED OR EXECUTED IN REPLACEMENT THEREOF
IF SUCH REPLACEMENT IS PERMITTED HEREBY, AND (III) MEANS SUCH DOCUMENT,
INSTRUMENT OR AGREEMENT, OR REPLACEMENT OR PREDECESSOR THERETO, AS AMENDED,
RESTATED, MODIFIED, EXTENDED AND SUPPLEMENTED FROM TIME TO TIME AND IN EFFECT AT
ANY GIVEN TIME IF SUCH AMENDMENT, RESTATEMENT, MODIFICATION, EXTENSION OR
SUPPLEMENT IS PERMITTED HEREBY.
(C)
REFERENCES IN