CONTEMPLATED ABOVE IN THIS CLAUSE (Y), THEN FROM AND AFTER THE DATE THEREOF THE
COMPUTATIONS PURSUANT TO PRECEDING CLAUSE (X) OF THIS PROVISO SHALL BE MADE IN
CONFORMITY WITH THE ACCOUNTING PRINCIPLES AND POLICIES REFERENCED IN PRECEDING
CLAUSE (X), BUT ADJUSTED TO GIVE EFFECT TO THE CHANGES TO GAAP MADE AFTER THE
RESTATEMENT EFFECTIVE DATE AND ON OR PRIOR TO THE DATE OF THE RESPECTIVE SUCH
AMENDMENT), PROVIDED FURTHER, THAT UNTIL SUCH TIME AS ANY MODIFICATIONS HAVE
BECOME EFFECTIVE AS CONTEMPLATED BY CLAUSE (Y) OF THE IMMEDIATELY PRECEDING
PROVISO, IF THERE HAS BEEN ANY CHANGE AFTER THE RESTATEMENT EFFECTIVE DATE (OR
THE DATE OF THE LAST AMENDMENT EFFECTED PURSUANT TO CLAUSE (Y) OF THE
IMMEDIATELY PRECEDING PROVISO) IN GAAP, THEN THE FINANCIAL STATEMENTS FURNISHED
TO THE LENDERS PURSUANT HERETO SHALL BE ACCOMPANIED BY RECONCILIATION WORKSHEETS
SHOWING THE INFORMATION REQUIRED TO DETERMINE COMPLIANCE WITH THE PROVISIONS
REFERENCED IN CLAUSE (X) OF THE IMMEDIATELY PRECEDING PROVISO.
124
(B)
ALL COMPUTATIONS OF INTEREST, COMMITMENT
COMMISSION AND OTHER FEES HEREUNDER SHALL BE MADE ON THE BASIS OF A YEAR OF 360
DAYS (OR 365/366 DAYS IN THE CASE OF INTEREST ON BASE RATE LOANS BASED ON THE
PRIME LENDING RATE) FOR THE ACTUAL NUMBER OF DAYS.
12.08
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.
(A)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE
PROVIDED IN THE MORTGAGES OR ANY OTHER SECURITY DOCUMENT, BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE
COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT, EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
EACH OF HOLDINGS AND
THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS
LACK PERSONAL JURISDICTION OVER HOLDINGS OR THE BORROWER, AND AGREES NOT TO
PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT
SUCH COURTS LACK PERSONAL JURISDICTION OVER HOLDINGS OR THE BORROWER.
EACH OF
HOLDINGS AND THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
HOLDINGS OR THE BORROWER AT ITS ADDRESS SET FORTH IN SECTION 12.03 UNTIL ANOTHER
ADDRESS IS PROVIDED TO THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH
SECTION 12.03, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
EACH OF HOLDINGS AND