OR OTHER DOCUMENT AS FROM TIME TO
TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON
SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN), (B) ANY
REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S
SUCCESSORS AND ASSIGNS, (C) THE WORDS "HEREIN," "HEREOF" AND "HEREUNDER," AND
WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO REFER TO THIS AGREEMENT IN ITS
ENTIRETY AND NOT TO ANY PARTICULAR PROVISION HEREOF, (D) ALL REFERENCES HEREIN
TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO
ARTICLES AND SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THIS AGREEMENT, (E) ANY
REFERENCE TO ANY LAW OR REGULATION HEREIN SHALL REFER TO SUCH LAW OR REGULATION
AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, (F) THE WORDS "ASSET"
AND "PROPERTY" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AND TO
REFER TO ANY AND ALL TANGIBLE AND INTANGIBLE ASSETS AND PROPERTIES, INCLUDING
CASH, SECURITIES, ACCOUNTS AND CONTRACT RIGHTS, (G) "ON," WHEN USED WITH RESPECT
TO THE MORTGAGED PROPERTY OR ANY PROPERTY ADJACENT TO THE MORTGAGED PROPERTY,
MEANS "ON, IN, UNDER, ABOVE OR ABOUT" AND (H) REFERENCES TO "THE DATE HEREOF"
SHALL MEAN THE DATE FIRST SET FORTH ABOVE.
SECTION 1.04
ACCOUNTING TERMS; GAAP. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, ALL FINANCIAL STATEMENTS TO BE DELIVERED PURSUANT TO THIS
AGREEMENT SHALL BE PREPARED IN ACCORDANCE WITH GAAP AS IN EFFECT FROM TIME TO
TIME AND ALL TERMS OF AN ACCOUNTING OR FINANCIAL NATURE SHALL BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH GAAP AS IN EFFECT ON THE DATE HEREOF, UNLESS
OTHERWISE AGREED TO BY BORROWER AND THE REQUIRED LENDERS. IN THE EVENT THAT ANY
"ACCOUNTING CHANGE" (AS DEFINED BELOW) SHALL OCCUR AND SUCH CHANGE RESULTS IN A
CHANGE IN THE METHOD OF CALCULATION OF FINANCIAL COVENANTS, STANDARDS OR TERMS
IN THIS AGREEMENT, THEN BORROWER AND THE ADMINISTRATIVE AGENT AGREE TO ENTER
INTO NEGOTIATIONS IN GOOD FAITH IN ORDER TO AMEND SUCH PROVISIONS OF THIS
AGREEMENT SO AS TO REFLECT EQUITABLY SUCH ACCOUNTING CHANGE WITH THE DESIRED
RESULT THAT THE CRITERIA FOR EVALUATING BORROWER'S FINANCIAL CONDITION SHALL BE
THE SAME AFTER SUCH ACCOUNTING CHANGE AS IF SUCH ACCOUNTING CHANGE HAD NOT
OCCURRED. UNTIL SUCH TIME AS SUCH AMENDMENT SHALL HAVE BEEN EXECUTED AND
DELIVERED BY BORROWER AND THE REQUIRED LENDERS, ALL FINANCIAL COVENANTS,
STANDARDS AND TERMS IN THIS AGREEMENT SHALL CONTINUE TO BE CALCULATED OR
CONSTRUED AS IF SUCH ACCOUNTING CHANGE HAD NOT OCCURRED. "ACCOUNTING CHANGE"
REFERS TO ANY CHANGE IN ACCOUNTING PRINCIPLES REQUIRED BY THE PROMULGATION OF
ANY RULE, REGULATION, PRONOUNCEMENT OR OPINION BY THE FINANCIAL ACCOUNTING
STANDARDS BOARD OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS OR, IF
APPLICABLE, THE SECURITIES AND EXCHANGE COMMISSION (OR SUCCESSORS THERETO OR
AGENCIES WITH SIMILAR FUNCTIONS).
49
SECTION 1.05
RESOLUTION OF DRAFTING AMBIGUITIES. BORROWER
ACKNOWLEDGES AND AGREES THAT IT AND EACH OTHER LOAN PARTY WAS REPRESENTED BY
COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY, THAT IT AND ITS COUNSEL