AGREEMENT IN ITS ENTIRETY AND NOT TO ANY
PARTICULAR PROVISION OF THIS AGREEMENT UNLESS THE CONTEXT SHALL OTHERWISE
REQUIRE.
ALL REFERENCES HEREIN TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES
SHALL BE DEEMED REFERENCES TO ARTICLES AND SECTIONS OF, AND EXHIBITS AND
SCHEDULES TO, THIS AGREEMENT UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE. EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, (A) ANY REFERENCE IN THIS AGREEMENT TO
ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT, INSTRUMENT OR DOCUMENT SHALL MEAN SUCH
DOCUMENT AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME AND (B) ALL TERMS OF AN ACCOUNTING OR FINANCIAL
NATURE SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP, AS IN EFFECT FROM TIME TO
TIME; PROVIDED, HOWEVER, THAT IF THE BORROWER NOTIFIES THE ADMINISTRATIVE AGENT
THAT THE BORROWER WISHES TO AMEND ANY COVENANT IN ARTICLE VI OR ANY RELATED
DEFINITION TO ELIMINATE THE EFFECT OF ANY CHANGE IN GAAP OR THE APPLICATION
THEREOF OCCURRING AFTER THE DATE OF THIS AGREEMENT ON THE OPERATION OF SUCH
COVENANT (OR IF THE ADMINISTRATIVE AGENT NOTIFIES THE BORROWER THAT THE REQUIRED
LENDERS WISH TO AMEND ARTICLE VI OR ANY RELATED DEFINITION FOR SUCH PURPOSE),
THEN THE BORROWER AND THE ADMINISTRATIVE AGENT SHALL NEGOTIATE IN GOOD FAITH TO
AMEND SUCH COVENANT AND RELATED DEFINITIONS (SUBJECT TO THE APPROVAL OF THE
REQUIRED LENDERS) TO PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF SUCH
CHANGES IN GAAP; PROVIDED, THAT THE BORROWER'S COMPLIANCE WITH SUCH COVENANT
SHALL BE DETERMINED ON THE BASIS OF GAAP AS APPLIED AND IN EFFECT IMMEDIATELY
BEFORE THE RELEVANT CHANGE IN GAAP OR THE APPLICATION THEREOF BECAME EFFECTIVE,
UNTIL SUCH COVENANT IS AMENDED.
SECTION 1.03.
CLASSIFICATION OF LOANS.
FOR PURPOSES OF THIS
AGREEMENT, LOANS MAY BE CLASSIFIED AND REFERRED TO BY TYPE (E.G., A "EURODOLLAR
LOAN").
21
SECTION 1.04.
ROUNDING.
ANY FINANCIAL RATIOS REQUIRED TO BE
MAINTAINED BY THE BORROWER PURSUANT TO THIS AGREEMENT (OR REQUIRED TO BE
SATISFIED IN ORDER FOR A SPECIFIC ACTION TO BE PERMITTED UNDER THIS AGREEMENT)
SHALL BE CALCULATED BY DIVIDING THE APPROPRIATE COMPONENT BY THE OTHER
COMPONENT, CARRYING THE RESULT TO ONE PLACE MORE THAN THE NUMBER OF PLACES BY
WHICH SUCH RATIO IS EXPRESSED HEREIN AND ROUNDING THE RESULT UP OR DOWN TO THE
NEAREST NUMBER (WITH A ROUNDING-UP IF THERE IS NO NEAREST NUMBER).
SECTION 1.05.
REFERENCES TO AGREEMENTS AND LAWS.
UNLESS OTHERWISE
EXPRESSLY PROVIDED HEREIN, (A) REFERENCES TO ORGANIZATION DOCUMENTS, AGREEMENTS
(INCLUDING THE LOAN DOCUMENTS) AND OTHER CONTRACTUAL INSTRUMENTS SHALL BE DEEMED
TO INCLUDE ALL SUBSEQUENT AMENDMENTS, AMENDMENTS AND RESTATEMENTS, RESTATEMENTS,
SUPPLEMENTS AND OTHER MODIFICATIONS THERETO, BUT ONLY TO THE EXTENT THAT SUCH
AMENDMENTS, AMENDMENTS AND RESTATEMENTS, RESTATEMENTS, SUPPLEMENTS AND OTHER
MODIFICATIONS ARE NOT PROHIBITED BY ANY LOAN DOCUMENT; AND (B) REFERENCES TO ANY
LAW, STATUTE, RULE OR REGULATION SHALL INCLUDE ALL STATUTORY AND REGULATORY
PROVISIONS CONSOLIDATING, AMENDING, REPLACING, SUPPLEMENTING OR INTERPRETING
SUCH LAW.
SECTION 1.06.
TIMES OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL
REFERENCES HEREIN TO TIMES OF DAY SHALL BE REFERENCES TO EASTERN TIME (DAYLIGHT
OR STANDARD, AS APPLICABLE).
SECTION 1.07.
TIMING OF