in Section 10.10 determined on a Pro
Forma Basis both before and after giving effect to such designation and (c) each
Subsidiary of an Unrestricted Subsidiary. The Borrower may, by written notice to
the Administrative Agent, redesignate any Unrestricted Subsidiary as a
Restricted Subsidiary, and thereafter, such Subsidiary shall no longer
constitute an Unrestricted Subsidiary, but only if no Default or Event of
Default would result from such re-designation. On or promptly after the date of
its formation, acquisition, designation or re-designation, as applicable, each
Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a Foreign
Subsidiary) shall have entered into a tax sharing agreement containing terms
that, in the reasonable judgment of the Administrative Agent, provide for an
appropriate allocation of tax liabilities and benefits.
"U.S." and "United States" shall mean the United States of America.
"U.S. Lender" shall have the meaning provided in Section 5.4(j).
"Voting Stock" shall mean, with respect to any Person, such Person's Stock or
Stock Equivalents having the right to vote for the election of directors of such
Person under ordinary circumstances.
1.2.
OTHER INTERPRETIVE PROVISIONS. WITH REFERENCE TO THIS AGREEMENT
AND EACH OTHER CREDIT DOCUMENT, UNLESS OTHERWISE SPECIFIED HEREIN OR IN SUCH
OTHER CREDIT DOCUMENT:
(a)
The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.
(b)
The words "herein", "hereto", "hereof' and "hereunder" and words
of similar import when used in any Credit Document shall refer to such Credit
Document as a whole and not to any particular provision thereof.
(c)
Article, Section, Exhibit and Schedule references are to the
Credit Document in which such reference appears.
(d)
The term "including" is by way of example and not limitation.
(e)
The term "documents" includes any and all instruments, documents,
agreements, certificates, notices, reports, financial statements and other
writings, however evidenced, whether in physical or electronic form.
(f)
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".
50
(g)
Section headings herein and in the other Credit Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Credit Document.
1.3.
ACCOUNTING TERMS.
(A)
ALL ACCOUNTING TERMS NOT SPECIFICALLY OR COMPLETELY DEFINED HEREIN
SHALL BE CONSTRUED IN CONFORMITY WITH, AND ALL FINANCIAL DATA (INCLUDING
FINANCIAL RATIOS AND OTHER FINANCIAL CALCULATIONS) REQUIRED TO BE SUBMITTED
PURSUANT TO THIS AGREEMENT SHALL BE PREPARED IN CONFORMITY WITH, GAAP.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, FOR PURPOSES OF
DETERMINING COMPLIANCE WITH ANY TEST OR COVENANT CONTAINED IN THIS AGREEMENT
WITH RESPECT TO ANY PERIOD DURING WHICH ANY SPECIFIED TRANSACTION OCCURS, THE
CONSOLIDATED TOTAL DEBT TO CONSOLIDATED EBITDA RATIO, THE CONSOLIDATED SENIOR
SECURED DEBT TO CONSOLIDATED EBITDA RATIO AND THE SENIOR SECURED LEVERAGE TEST
SHALL EACH BE CALCULATED WITH RESPECT TO SUCH PERIOD AND SUCH SPECIFIED
TRANSACTION