DETERMINATION OR REDETERMINATION BY ANY SECURED PARTY OR LOAN PARTY AND NO OTHER
CURRENCY CONVERSION SHALL CHANGE OR RELEASE ANY OBLIGATION OF ANY LOAN PARTY OR
OF ANY SECURED PARTY (OTHER THAN THE ADMINISTRATIVE AGENT AND ITS RELATED
PERSONS) UNDER ANY LOAN DOCUMENT, EACH OF WHICH AGREES TO PAY SEPARATELY FOR ANY
SHORTFALL REMAINING AFTER ANY CONVERSION AND PAYMENT OF THE AMOUNT AS
CONVERTED.
THE ADMINISTRATIVE AGENT MAY ROUND UP OR DOWN, AND MAY SET UP
APPROPRIATE MECHANISMS TO ROUND UP OR DOWN, ANY AMOUNT HEREUNDER TO NEAREST
HIGHER OR LOWER AMOUNTS AND MAY DETERMINE REASONABLE DE MINIMIS PAYMENT
THRESHOLDS.
1.5
INTERPRETATION.
(A) CERTAIN TERMS.
EXCEPT AS SET FORTH IN ANY LOAN
DOCUMENT, ALL ACCOUNTING TERMS NOT SPECIFICALLY DEFINED HEREIN SHALL BE
CONSTRUED IN ACCORDANCE WITH GAAP (EXCEPT FOR THE TERM "PROPERTY", WHICH SHALL
BE INTERPRETED AS BROADLY AS POSSIBLE, INCLUDING, IN ANY CASE, CASH, SECURITIES,
OTHER ASSETS, RIGHTS UNDER CONTRACTUAL OBLIGATIONS AND PERMITS AND ANY RIGHT OR
INTEREST IN ANY PROPERTY).
THE TERMS "HEREIN", "HEREOF" AND SIMILAR TERMS REFER
TO THIS AGREEMENT AS A WHOLE.
IN THE COMPUTATION OF PERIODS OF TIME FROM A
SPECIFIED DATE TO A LATER SPECIFIED DATE IN ANY LOAN DOCUMENT, THE TERMS "FROM"
MEANS "FROM AND INCLUDING" AND THE WORDS "TO" AND "UNTIL" EACH MEAN "TO BUT
EXCLUDING" AND THE WORD "THROUGH" MEANS "TO AND INCLUDING."
IN ANY OTHER CASE,
THE TERM "INCLUDING" WHEN USED IN ANY LOAN DOCUMENT MEANS "INCLUDING WITHOUT
LIMITATION."
THE TERM "DOCUMENTS" MEANS ALL WRITINGS, HOWEVER EVIDENCED AND
WHETHER IN PHYSICAL OR ELECTRONIC FORM, INCLUDING ALL DOCUMENTS, INSTRUMENTS,
AGREEMENTS, NOTICES, DEMANDS, CERTIFICATES, FORMS, FINANCIAL STATEMENTS,
OPINIONS AND REPORTS.
THE TERM "INCUR" MEANS INCUR, CREATE, MAKE, ISSUE, ASSUME
OR OTHERWISE BECOME DIRECTLY OR INDIRECTLY LIABLE IN RESPECT OF OR RESPONSIBLE
FOR, IN EACH CASE WHETHER DIRECTLY OR INDIRECTLY, AND THE TERMS "INCURRENCE" AND
"INCURRED" AND SIMILAR DERIVATIVES SHALL HAVE CORRELATIVE MEANINGS.
(b)
Certain References.
Unless otherwise expressly indicated,
references (i) in this Agreement to an Exhibit, Schedule, Article, Section or
clause refer to the appropriate Exhibit or Schedule to, or Article, Section or
clause in, this Agreement and (ii) in any Loan Document, to (A) any agreement
shall include, without limitation, all exhibits, schedules, appendixes and
annexes to such agreement and, unless the prior consent of any Secured Party
required therefor is not obtained, any modification to any term of such
agreement, (B) any statute shall be to such statute as modified from time to
time and to any successor legislation thereto, in each case as in effect at the
time any such reference is operative and (C) any time of day shall be a
reference to Illinois time.
Titles of articles, sections, clauses, exhibits,
schedules and annexes contained in any Loan Document are without substantive
meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto.
Unless otherwise expressly indicated, the meaning
of any term defined (including by reference) in any Loan Document shall be
equally applicable to both the singular and