Common use of Terms of General Application Clause in Contracts

Terms of General Application. For all purposes of this ---------------------------- Agreement and the other Loan Documents, except as otherwise expressly provided herein or therein or unless the context otherwise requires: (i) references to any Person defined in this Agreement refer to such Person and its successor in title and assigns or (as the case may be) his or her successors, assigns, heirs, executors, administrators and other legal representatives; (ii) references to any agreement, instrument or document defined in this Agreement refer to such document as originally executed, or if subsequently varied, extended, renewed, modified, amended, restated or supplemented from time to time, as so varied, extended, renewed, modified, amended, restated or supplemented and in effect at the relevant time of reference thereto; (iii) words importing the singular only shall include the plural and vice versa, and the words importing the masculine gender shall include the ---- ----- feminine gender and vice versa, and all references to dollars, $, U.S. Dollars ---- ----- or United States Dollars, shall be to Dollars; (iv) accounting terms not otherwise defined in this Agreement or any of the other Loan Documents have the meanings assigned to them in accordance with GAAP; (v) all financial statements and other financial information provided by the Borrower and each other member of the Borrower Affiliated Group, to the Administrative Agent or any Bank shall be provided with reference to Dollars; (vi) all of the obligations of the Credit Parties under this Agreement and each other Security Document shall be the joint and several obligations of the Borrower and such other members of the Borrower Affiliated Group; (vii) this Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Borrower Affiliated Group, Parthenon and the Administrative Agent and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Banks merely on account of the Administrative Agent's or any Bank's involvement in the preparation of such documents; and (viii) for purposes of all calculations made under the financial covenants set forth in Sections 6.7, 6.8, 6.9, 6.10 (including but not limited to, the calculation of compliance with such covenants on a pro forma basis) and --- ----- the determination of the Applicable LIBOR Margin and the Applicable Prime Rate Margin, (a) following consummation of any sale, lease or other disposition of assets or properties (i) income statement items (whether positive or negative) and capital expenditures attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of the transaction for which such calculation is determined and (ii) Indebtedness which is retired in connection with such transaction shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) following consummation of any Permitted Acquisition (i) income statement items (whether positive or negative) attributable to the Person or property acquired shall, to the extent not otherwise included in such income statement items for the Borrower Affiliated Group on a Consolidated basis in accordance with GAAP or in accordance with any defined terms set forth in Section 1.1, be included to the extent relating to any period applicable in such calculations, (ii) (A) Indebtedness of the Person or property acquired shall be deemed to have been incurred as of the first day of the applicable period and, (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination and (iii) pro forma adjustments may be included to the extent that such adjustments are made in the good faith judgment of the management of the Borrower and are reasonably acceptable to the Administrative Agent.

Terms of General Application. For all purposes of this ---------------------------- Agreement and the other Loan Subordinated Transaction Documents, except as otherwise expressly provided herein or therein or unless the context otherwise requires: (i) references to any Person defined in this Agreement refer to such Person and its successor in title and assigns or (as the case may be) his or her successors, assigns, heirs, executors, administrators and other legal representatives; (ii) references to any agreement, instrument or document defined in this Agreement refer to such document as originally executed, or if subsequently varied, extended, renewed, modified, amended, restated or supplemented from time to time, as so varied, extended, renewed, modified, amended, restated or supplemented and in effect at the relevant time of reference thereto; (iii) words importing the singular only shall include the plural and vice versa, and the words importing the masculine gender shall include the ---- ----- the feminine gender and vice versa, and all references to dollars, $, U.S. Dollars ---- ----- dollars or United States Dollars, U.S. Dollars shall be to Dollarsthe lawful currency of the United States of America; (iv) accounting terms not otherwise defined in this Agreement or any of the other Loan Subordinated Transaction Documents have the meanings assigned to them in accordance with GAAP; (v) all financial statements and other financial information provided by the Borrower Company and each other member Subsidiary of the Borrower Affiliated Group, Company to the Administrative Agent or any Bank Purchasers shall be provided with reference to DollarsU.S. dollars; (vi) all of the obligations of the Credit Parties Company, any of its Subsidiaries and the Guarantors under this Agreement and each other Security Document shall be the joint and several obligations of the Borrower Company and such other members of the Borrower Affiliated GroupGuarantors; (vii) this Agreement and the other Loan Subordinated Transaction Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Borrower Affiliated GroupCompany and the Guarantors, Parthenon and the Administrative Agent Purchasers and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Subordinated Transaction Documents are not intended to be construed against the Administrative Agent or any of the Banks Purchasers merely on account of the Administrative Agent's or any Bank's Purchasers' involvement in the preparation of such documents; and (viii) for purposes of all calculations of the Interest Coverage Ratio in Section 7.2 hereof or made under the financial covenants set forth in Sections 6.77.6, 6.8, 6.9, 6.10 7.7 and 7.8 (including but not limited to, the calculation of compliance with such covenants on a pro forma basis) and --- ----- the determination of the Applicable LIBOR Margin and the Applicable Prime Rate Margin), (a) following --- ----- consummation of any sale, lease or other disposition of assets or properties (i) income statement items (whether positive or negative) and capital expenditures attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of the transaction for which such calculation is determined and (ii) Indebtedness Debt which is retired in connection with such transaction shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) following consummation of any Permitted Acquisition (i) income statement items (whether positive or negative) attributable to the Person or property acquired shall, to the extent not otherwise included in such income statement items for the Borrower Affiliated Group Company or any of its Subsidiaries on a Consolidated basis in accordance with GAAP or in accordance with any defined terms set forth in Section 1.11.1 hereof, be included to the extent relating to any period applicable in such calculations, (ii) (A) Indebtedness Debt of the Person or property acquired shall be deemed to have been incurred as of the first day of the applicable period and, (B) if such Indebtedness Debt has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness Debt as at the relevant date of determination and (iii) pro forma adjustments may be included to --- ----- the extent that such adjustments are made in the good faith judgment of the management of the Borrower Company and are reasonably acceptable to the Administrative AgentRequired Purchasers.

Terms of General Application. For all purposes of this ---------------------------- Agreement and the other Loan Security Documents, except as otherwise expressly provided herein or therein or unless the context otherwise requires: (i) references to any Person defined in this Agreement refer to such Person and its successor in title and assigns or (as the case may be) his or her successors, assigns, heirs, executors, administrators and other legal representatives; (ii) references to any agreement, instrument or document defined in this Agreement refer to such document as originally executed, or if subsequently varied, extended, renewed, modified, amended, restated or supplemented from time to time, as so varied, extended, renewed, modified, amended, restated or supplemented and in effect at the relevant time of reference thereto; (iii) words importing the singular only shall include the plural and vice versaVICE VERSA, and the words importing the masculine gender shall include the ---- ----- feminine gender and vice versaVICE VERSA, and all references to dollars, $, U.S. Dollars ---- ----- or United States Dollars, shall be to Dollars; (iv) accounting terms not otherwise defined in this Agreement or any of the other Loan Security Documents have the meanings assigned to them in accordance with GAAP, on a basis consistent with the financial statements referred to in Section 4.7 of this Agreement; (v) all financial statements and other financial information provided by the Borrower and each other member of the Borrower Affiliated Group, to the Administrative Agent or any Bank shall be provided with reference to Dollars; (vi) all of the obligations of the Credit Parties Borrower Affiliated Group under this Agreement and each other Security Document shall be the joint and several obligations of the Borrower and such other members each member of the Borrower Affiliated Group;; and (vii) this Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Borrower Affiliated Group, Parthenon Group and the Administrative Agent and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Banks merely on account of the Administrative Agent's or any Bank's involvement in the preparation of such documents; and (viii) for purposes of all calculations made under the financial covenants set forth in Sections 6.7, 6.8, 6.9, 6.10 (including but not limited to, the calculation of compliance with such covenants on a pro forma basis) and --- ----- the determination of the Applicable LIBOR Margin and the Applicable Prime Rate Margin, (a) following consummation of any sale, lease or other disposition of assets or properties (i) income statement items (whether positive or negative) and capital expenditures attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of the transaction for which such calculation is determined and (ii) Indebtedness which is retired in connection with such transaction shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) following consummation of any Permitted Acquisition (i) income statement items (whether positive or negative) attributable to the Person or property acquired shall, to the extent not otherwise included in such income statement items for the Borrower Affiliated Group on a Consolidated basis in accordance with GAAP or in accordance with any defined terms set forth in Section 1.1, be included to the extent relating to any period applicable in such calculations, (ii) (A) Indebtedness of the Person or property acquired shall be deemed to have been incurred as of the first day of the applicable period and, (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination and (iii) pro forma adjustments may be included to the extent that such adjustments are made in the good faith judgment of the management of the Borrower and are reasonably acceptable to the Administrative Agent.