HEREAFTER REQUIRED OR PERMITTED BY THE RULES,
REGULATIONS, PRONOUNCEMENTS AND OPINIONS OF THE FINANCIAL ACCOUNTING STANDARDS
BOARD OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (OR SUCCESSORS
THERETO OR AGENCIES WITH SIMILAR FUNCTIONS) AND ARE ADOPTED BY THE BORROWER AND
ITS SUBSIDIARIES WITH THE AGREEMENT OF ITS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS AND SUCH CHANGES RESULT IN A CHANGE IN THE METHOD OR RESULTS OF
CALCULATION OF ANY OF THE COVENANTS, STANDARDS OR TERMS FOUND IN ARTICLE IX AND
ARTICLE X, THE PARTIES HERETO AGREE TO ENTER INTO NEGOTIATIONS IN ORDER TO AMEND
SUCH PROVISIONS SO AS TO EQUITABLY REFLECT SUCH CHANGES WITH THE DESIRED RESULT
THAT THE CRITERIA FOR EVALUATING COMPLIANCE WITH SUCH COVENANTS, STANDARDS AND
TERMS BY THE BORROWER AND ITS SUBSIDIARIES SHALL BE THE SAME AFTER SUCH CHANGES
AS IF SUCH CHANGES HAD NOT BEEN MADE; PROVIDED, HOWEVER, (I) NO CHANGE IN GAAP
THAT WOULD AFFECT THE METHOD OF CALCULATION OF ANY OF THE COVENANTS, STANDARDS
OR TERMS SHALL BE GIVEN EFFECT IN SUCH CALCULATIONS UNTIL SUCH PROVISIONS ARE
AMENDED, IN A MANNER SATISFACTORY TO THE REQUISITE LENDERS AND THE BORROWER, TO
SO REFLECT SUCH CHANGE IN ACCOUNTING PRINCIPLES AND (II) THE BORROWER SHALL BE
DEEMED TO BE IN COMPLIANCE
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with such covenants if and to the extent that the Borrower would have been in
compliance therewith under GAAP as in effect immediately prior to such change.
13.07
SETOFF.
IN ADDITION TO ANY LIENS GRANTED UNDER THE LOAN DOCUMENTS
AND ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE LAW, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, EACH LENDER AND
ANY AFFILIATE OF ANY LENDER IS HEREBY AUTHORIZED BY THE BORROWER AND EACH OTHER
LOAN PARTY AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE TO ANY PERSON (ANY
SUCH NOTICE BEING HEREBY EXPRESSLY WAIVED) TO SET OFF AND TO APPROPRIATE AND TO
APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, INCLUDING, BUT NOT LIMITED TO,
INDEBTEDNESS EVIDENCED BY CERTIFICATES OF DEPOSIT, WHETHER MATURED OR UNMATURED
(BUT NOT INCLUDING TRUST ACCOUNTS)) AND ANY OTHER INDEBTEDNESS AT ANY TIME HELD
OR OWING BY SUCH LENDER OR ANY OF ITS AFFILIATES TO OR FOR THE CREDIT OR THE
ACCOUNT OF THE BORROWER OR SUCH OTHER LOAN PARTY AGAINST AND ON ACCOUNT OF THE
OBLIGATIONS OF THE BORROWER TO SUCH LENDER OR ANY OF ITS AFFILIATES, INCLUDING,
BUT NOT LIMITED TO, ALL LOANS AND ALL CLAIMS OF ANY NATURE OR DESCRIPTION
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE NOTES, IRRESPECTIVE
OF WHETHER OR NOT (I) SUCH LENDER SHALL HAVE MADE ANY DEMAND HEREUNDER OR
(II) THE ADMINISTRATIVE AGENT, AT THE REQUEST OR WITH THE CONSENT OF THE
REQUISITE LENDERS, SHALL HAVE DECLARED THE PRINCIPAL OF AND INTEREST ON THE
LOANS AND OTHER AMOUNTS DUE HEREUNDER AND UNDER THE NOTES TO BE DUE AND PAYABLE
AS PERMITTED BY ARTICLE XI AND EVEN THOUGH SUCH OBLIGATIONS MAY BE CONTINGENT OR
UNMATURED.
EACH LENDER AGREES THAT IT SHALL NOT, WITHOUT THE EXPRESS CONSENT