AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY EXPRESS
RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN
OR IN ANY OTHER LOAN DOCUMENT), (II) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE
CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS, (III) THE WORDS
"HERETO," "HEREIN," "HEREOF" AND "HEREUNDER," AND WORDS OF SIMILAR IMPORT WHEN
USED IN ANY LOAN DOCUMENT, SHALL BE CONSTRUED TO REFER TO SUCH LOAN DOCUMENT IN
ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION THEREOF, (IV) ALL REFERENCES IN
A LOAN DOCUMENT TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES UNLESS OTHERWISE
SPECIFIED SHALL BE CONSTRUED TO REFER TO ARTICLES AND SECTIONS OF, AND EXHIBITS
AND SCHEDULES TO, THE LOAN DOCUMENT IN WHICH SUCH REFERENCES APPEAR, (V) ANY
REFERENCE TO ANY LAW SHALL INCLUDE ALL STATUTORY AND REGULATORY PROVISIONS
CONSOLIDATING, AMENDING, REPLACING OR INTERPRETING SUCH LAW AND ANY REFERENCE TO
ANY LAW, RULE OR REGULATION SHALL, UNLESS OTHERWISE SPECIFIED, REFER TO SUCH
LAW, RULE OR REGULATION AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME,
AND (VI) THE WORDS "ASSET" AND "PROPERTY" SHALL BE CONSTRUED TO HAVE THE SAME
MEANING AND EFFECT AND TO REFER TO ANY AND ALL APPLICABLE TANGIBLE AND
INTANGIBLE ASSETS AND PROPERTIES, INCLUDING CASH, SECURITIES, ACCOUNTS AND
CONTRACT RIGHTS.
(B)
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."
(C)
SECTION HEADINGS HEREIN AND IN THE OTHER LOAN DOCUMENTS ARE
INCLUDED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(D)
ANY REFERENCE HEREIN TO A MERGER, TRANSFER, CONSOLIDATION,
AMALGAMATION, CONSOLIDATION, ASSIGNMENT, SALE, DISPOSITION OR TRANSFER, OR
SIMILAR TERM, SHALL BE DEEMED TO APPLY TO A DIVISION OF OR BY A LIMITED
LIABILITY COMPANY, OR AN ALLOCATION OF ASSETS TO A SERIES OF A LIMITED LIABILITY
COMPANY (OR THE UNWINDING OF SUCH A DIVISION OR ALLOCATION), AS IF IT WERE A
MERGER,
29
ActiveUS 170689984v.4
TRANSFER, CONSOLIDATION, AMALGAMATION, CONSOLIDATION, ASSIGNMENT, SALE,
DISPOSITION OR TRANSFER, OR SIMILAR TERM, AS APPLICABLE, TO, OF OR WITH A
SEPARATE PERSON. ANY DIVISION OF A LIMITED LIABILITY COMPANY SHALL CONSTITUTE A
SEPARATE PERSON HEREUNDER (AND EACH DIVISION OF ANY LIMITED LIABILITY COMPANY
THAT IS A SUBSIDIARY, JOINT VENTURE OR ANY OTHER LIKE TERM SHALL ALSO CONSTITUTE
SUCH A PERSON OR ENTITY).
1.03.
ACCOUNTING TERMS
.
(a) Generally.
All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP as in
effect from time to time, applied on a basis consistent (except for changes
concurred in by the Company's independent public accountants) with the most
recent audited consolidated financial statements of the Company and its
Subsidiaries delivered pursuant to Section 6.01 or, prior to such delivery,