INCLUDE THE CORRESPONDING MASCULINE, FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED
BY THE PHRASE "WITHOUT LIMITATION."
THE WORD "WILL" SHALL BE CONSTRUED TO HAVE
THE SAME MEANING AND EFFECT AS THE WORD "SHALL."
UNLESS THE CONTEXT REQUIRES
OTHERWISE, (I) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT, INSTRUMENT OR
OTHER DOCUMENT (INCLUDING ANY ORGANIZATION DOCUMENT) SHALL BE CONSTRUED AS
REFERRING TO ALL EXHIBITS, SCHEDULES, ANNEXES AND OTHER ATTACHMENTS THERETO AND
SUCH AGREEMENT, INSTRUMENT 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 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 "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 SHALL BE CONSTRUED TO REFER TO
ARTICLES AND SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THE LOAN DOCUMENT IN
WHICH SUCH REFERENCES APPEAR, AND (V) THE WORDS "ASSET" AND "PROPERTY" SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL REAL
AND PERSONAL PROPERTY AND 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.
SECTION 1.03
ACCOUNTING TERMS.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PRESCRIBED HEREIN, ALL ACCOUNTING
TERMS NOT SPECIFICALLY OR COMPLETELY DEFINED HEREIN SHALL BE CONSTRUED IN
CONFORMITY
33
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 APPLIED ON A CONSISTENT BASIS, AS IN EFFECT
FROM TIME TO TIME, APPLIED IN A MANNER CONSISTENT WITH THAT USED IN PREPARING
THE MOST RECENT AUDITED FINANCIAL STATEMENTS.
(B)
TOGETHER WITH EACH COMPLIANCE CERTIFICATE, THE BORROWER
REPRESENTATIVE WILL PROVIDE A WRITTEN SUMMARY OF ANY CHANGES IN GAAP THAT
MATERIALLY IMPACT THE CALCULATION OF THE FINANCIAL COVENANTS IN ARTICLE VIII
CONTAINED IN SUCH COMPLIANCE CERTIFICATE.
IF AT ANY TIME ANY CHANGE IN GAAP
WOULD AFFECT THE COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN
ANY LOAN DOCUMENT, AND EITHER THE BORROWERS OR THE REQUIRED LENDERS SHALL SO
REQUEST, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER REPRESENTATIVE
ON BEHALF OF THE BORROWERS SHALL NEGOTIATE IN GOOD FAITH TO AMEND SUCH RATIO OR
REQUIREMENT TO PRESERVE THE