REFERENCE IS
MADE TO THE ARTICLES, SECTIONS OR OTHER SUBDIVISIONS OR SCHEDULES OR EXHIBITS OF
OR TO ANOTHER DOCUMENT OR INSTRUMENT.
(F)
REFERENCES TO ANY DOCUMENT OR AGREEMENT (INCLUDING THIS
AGREEMENT) SHALL INCLUDE REFERENCES TO SUCH DOCUMENT OR AGREEMENT AS AMENDED,
NOVATED, SUPPLEMENTED, MODIFIED OR REPLACED FROM TIME TO TIME, SO LONG AS AND TO
THE EXTENT THAT SUCH AMENDMENT, NOVATION, SUPPLEMENT, MODIFICATION OR
REPLACEMENT IS EITHER NOT PROHIBITED BY THE TERMS OF THIS AGREEMENT OR IS
CONSENTED TO BY THE REQUIRED LENDERS AND THE ADMINISTRATIVE AGENT (OR OTHERWISE
IN ACCORDANCE WITH THE TERMS HEREOF).
(G)
EXCEPT WHERE SPECIFICALLY RESTRICTED, REFERENCE TO A PARTY TO A
LOAN DOCUMENT INCLUDES THAT PARTY AND ITS SUCCESSORS AND ASSIGNS PERMITTED
HEREUNDER AND UNDER SUCH LOAN DOCUMENT.
(H)
REFERENCES TO THE TIME OF DAY ARE TO THE TIME OF DAY IN THE CITY
IN WHICH THE AGENT'S OFFICE IS LOCATED.
30
(I)
THE TERMS "PAYMENT", "PREPAYMENT", "DISTRIBUTION" AND SIMILAR
TERMS USED IN THE DEFINITIONS "RESTRICTED DISTRIBUTION" AND "RESTRICTED PAYMENT"
AND IN SECTION 11.6, SHALL INCLUDE PAYMENT BY MEANS OF THE TRANSFER OF FUNDS OR
OF PROPERTY AND, IN THE EVENT OF A TRANSFER OF PROPERTY, THE PAYMENT SHALL BE
DEEMED TO BE IN AN AMOUNT EQUAL TO THE GREATER OF THE FAIR MARKET VALUE AND THE
BOOK VALUE OF THE PROPERTY AT THE TIME OF THE TRANSFER.
(J)
WHENEVER FROM THE CONTEXT IT APPEARS APPROPRIATE, THE TERM
"LOAN", INCLUDING SUCH TERM AS USED AS PART OF A DEFINED TERM INCLUDING THE TERM
"LOAN", SHALL MEAN AND INCLUDE A LOAN MADE BY ALL LENDERS TO THE BORROWER AS
WELL AS A LENDER'S PROPORTIONATE SHARE OF ANY SUCH LOAN.
(K)
EACH REFERENCE HEREIN TO "REASONABLE ATTORNEYS' FEES" OR
"REASONABLE COUNSEL FEES" SHALL MEAN AND REFER TO THE REASONABLE FEES (AND
EXPENSES) ACTUALLY INCURRED BY THE PARTY RETAINING SUCH ATTORNEYS OR COUNSEL,
COMPUTED ON THE BASIS CUSTOMARILY EMPLOYED BY SUCH ATTORNEYS OR COUNSEL AND NOT
ON THE BASIS OF A PERCENTAGE OF RECOVERY OR PERCENTAGE OF CLAIM OR OTHER SIMILAR
BASIS.
EACH PARTY HERETO KNOWINGLY AND INTENTIONALLY WAIVES ANY BENEFIT OF ANY
OTHERWISE APPLICABLE STATUTORY PROVISION THAT WOULD ENTITLE IT TO RECOVER
ATTORNEYS' FEES ON SUCH A PERCENTAGE OF BASIS.
(L)
WHENEVER THE PHRASE "TO THE KNOWLEDGE OF THE BORROWER," OR WORDS
OF SIMILAR IMPORT RELATING TO THE KNOWLEDGE OF THE BORROWER ARE USED HEREIN,
SUCH PHRASE SHALL MEAN AND REFER TO (I) THE ACTUAL KNOWLEDGE OF THE PRINCIPAL
OFFICERS OR (II) THE KNOWLEDGE THAT THE PRINCIPAL OFFICERS WOULD HAVE OBTAINED
IF THEY HAD ENGAGED IN GOOD FAITH IN THE DILIGENT PERFORMANCE OF THEIR DUTIES,
INCLUDING THE MAKING OF SUCH REASONABLE SPECIFIC INQUIRIES AS MAY BE NECESSARY
OF THE APPROPRIATE PERSONS IN A GOOD FAITH ATTEMPT TO ASCERTAIN THE ACCURACY OF
THE MATTER AS TO WHICH SUCH PHRASE RELATES.
(M)
THE TERMS ACCOUNTS, CHATTEL PAPER, CONTRACT RIGHTS, DOCUMENTS,
EQUIPMENT, INSTRUMENTS, GENERAL INTANGIBLES, INVENTORY AND PROCEEDS, AS AND WHEN
USED IN THIS AGREEMENT (WITHOUT BEING CAPITALIZED) OR THE SECURITY DOCUMENTS,
SHALL HAVE THE MEANINGS GIVEN THOSE TERMS