time.
Voting Stock.
Capital Stock of any class or classes (however designated), the
holders of which are at the time entitled, as such holders, to vote for the
election of the directors (or persons performing similar functions) of the
corporation, association, trust, partnership, limited liability company or other
business entity involved, whether or not the right so to vote exists by reason
of the happening of a contingency.
1.2
RULES OF INTERPRETATION.
(A)
UNLESS OTHERWISE EXPRESSLY INDICATED, A REFERENCE TO ANY DOCUMENT
OR AGREEMENT SHALL INCLUDE SUCH DOCUMENT OR AGREEMENT AS AMENDED, MODIFIED,
RESTATED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS AND THE
TERMS OF THIS CREDIT AGREEMENT.
23
(B)
THE SINGULAR INCLUDES THE PLURAL AND THE PLURAL INCLUDES THE
SINGULAR.
(C)
UNLESS OTHERWISE EXPRESSLY INDICATED, A REFERENCE TO ANY LAW OR
REGULATION INCLUDES ANY AMENDMENT OR MODIFICATION TO, OR REPLACEMENT OF, SUCH
LAW OR REGULATION.
(D)
A REFERENCE TO ANY PERSON INCLUDES ITS PERMITTED SUCCESSORS AND
PERMITTED ASSIGNS.
(E)
ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO THEM BY GAAP APPLIED ON A CONSISTENT BASIS BY THE ACCOUNTING ENTITY
TO WHICH THEY REFER.
(F)
THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" ARE NOT LIMITING.
(G)
ALL TERMS NOT SPECIFICALLY DEFINED HEREIN OR BY GAAP, WHICH TERMS
ARE DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW
YORK, HAVE THE MEANINGS ASSIGNED TO THEM THEREIN, WITH THE TERM "INSTRUMENT"
BEING THAT TERM AS DEFINED UNDER ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.
(H)
REFERENCE TO A PARTICULAR "SECTION" REFERS TO THAT SECTION OF THIS
CREDIT AGREEMENT UNLESS OTHERWISE INDICATED.
REFERENCE TO A PARTICULAR
"EXHIBIT" OR "SCHEDULE" REFERS TO THAT EXHIBIT OR SCHEDULE, AS APPLICABLE, TO
THIS CREDIT AGREEMENT.
(I)
THE WORDS "HEREIN," "HEREOF," "HEREUNDER" AND WORDS OF LIKE
IMPORT SHALL REFER TO THIS CREDIT AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
SECTION OR SUBDIVISION OF THIS CREDIT AGREEMENT.
(J)
UNLESS OTHERWISE EXPRESSLY INDICATED, 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."
(K)
THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY USE SEVERAL
DIFFERENT LIMITATIONS, TESTS OR MEASUREMENTS TO REGULATE THE SAME OR SIMILAR
MATTERS. ALL SUCH LIMITATIONS, TESTS AND MEASUREMENTS ARE, HOWEVER, CUMULATIVE
AND ARE TO BE PERFORMED IN ACCORDANCE WITH THE TERMS THEREOF.
(L)
THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE THE RESULT
OF NEGOTIATION AMONG, AND HAVE BEEN REVIEWED BY COUNSEL TO, AMONG OTHERS, THE
ADMINISTRATIVE AGENT, THE LENDERS, THE GUARANTORS AND THE BORROWERS AND ARE THE
PRODUCT OF DISCUSSIONS AND NEGOTIATIONS AMONG ALL PARTIES. ACCORDINGLY, THIS
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE NOT INTENDED TO BE CONSTRUED
AGAINST THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS, THE SWINGLINE LENDER OR
ISSUING BANK MERELY ON ACCOUNT OF SUCH PERSON'S INVOLVEMENT IN THE PREPARATION
OF SUCH DOCUMENTS.