ANY OTHER CREDIT DOCUMENT, SHALL HAVE THE RESPECTIVE MEANING GIVEN
TO THAT TERM IN SCHEDULE 1.01 OR IN THE PROVISION OF THIS AGREEMENT OR OTHER
CREDIT DOCUMENT REFERENCED IN SCHEDULE 1.01.
1.02
GAAP.
UNLESS OTHERWISE INDICATED IN THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT, ALL ACCOUNTING TERMS USED IN THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT SHALL BE CONSTRUED, AND ALL ACCOUNTING AND FINANCIAL COMPUTATIONS
HEREUNDER OR THEREUNDER SHALL BE COMPUTED, IN ACCORDANCE WITH GAAP.
IF GAAP
CHANGES DURING THE TERM OF THIS AGREEMENT SUCH THAT ANY COVENANTS CONTAINED
HEREIN WOULD THEN BE CALCULATED IN A DIFFERENT MANNER OR WITH DIFFERENT
COMPONENTS, BORROWER AND LENDER AGREE TO NEGOTIATE IN GOOD FAITH TO AMEND THIS
AGREEMENT IN SUCH RESPECTS AS ARE NECESSARY TO CONFORM THOSE COVENANTS AS
CRITERIA FOR EVALUATING BORROWER'S FINANCIAL CONDITION TO SUBSTANTIALLY THE SAME
CRITERIA AS WERE EFFECTIVE PRIOR TO SUCH CHANGE IN GAAP; PROVIDED, HOWEVER,
THAT, UNTIL BORROWER AND LENDER SO AMEND THIS AGREEMENT, ALL SUCH COVENANTS
SHALL BE CALCULATED IN ACCORDANCE WITH GAAP AS IN EFFECT IMMEDIATELY PRIOR TO
SUCH CHANGE.
1.03
HEADINGS.
HEADINGS IN THIS AGREEMENT AND EACH OF THE OTHER CREDIT
DOCUMENTS ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT PART OF THE
SUBSTANCE HEREOF OR THEREOF.
1.04
PLURAL TERMS.
ALL TERMS DEFINED IN THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT IN THE SINGULAR FORM SHALL HAVE COMPARABLE MEANINGS WHEN USED IN THE
PLURAL FORM AND VICE VERSA.
1.05
TIME.
ALL REFERENCES IN THIS AGREEMENT AND EACH OF THE OTHER CREDIT
DOCUMENTS TO A TIME OF DAY SHALL MEAN CHICAGO, ILLINOIS TIME, UNLESS OTHERWISE
INDICATED.
1.06
GOVERNING LAW.
THIS AGREEMENT AND EACH OF THE OTHER CREDIT DOCUMENTS
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
MINNESOTA WITHOUT REFERENCE TO CONFLICTS OF LAW RULES.
1.07
CONSTRUCTION.
EACH OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS IS
THE RESULT OF NEGOTIATIONS AMONG, AND HAS BEEN REVIEWED BY, BORROWER, LENDER AND
THEIR RESPECTIVE COUNSEL. ACCORDINGLY, THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS SHALL BE DEEMED TO BE THE PRODUCT OF ALL PARTIES HERETO, AND NO
AMBIGUITY SHALL BE CONSTRUED IN FAVOR OF OR AGAINST BORROWER OR LENDER.
1.08
ENTIRE AGREEMENT.
THIS AGREEMENT AND EACH OF THE OTHER CREDIT DOCUMENTS,
TAKEN TOGETHER, CONSTITUTE AND CONTAIN THE ENTIRE AGREEMENT OF BORROWER AND
LENDER AND SUPERSEDE ANY AND ALL PRIOR AGREEMENTS, NEGOTIATIONS, CORRESPONDENCE,
UNDERSTANDINGS AND COMMUNICATIONS AMONG THE PARTIES, WHETHER WRITTEN OR ORAL,
RESPECTING THE SUBJECT MATTER HEREOF.
1.09
CALCULATION OF INTEREST AND FEES.
ALL CALCULATIONS OF INTEREST AND FEES
UNDER THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS FOR ANY PERIOD SHALL INCLUDE
THE FIRST DAY AND THE LAST DAY OF SUCH PERIOD.
1.10
OTHER INTERPRETIVE PROVISIONS.
REFERENCES IN THIS AGREEMENT TO
"RECITALS," "SECTIONS," "EXHIBITS" AND "SCHEDULES" ARE TO RECITALS, SECTIONS,
EXHIBITS AND SCHEDULES HEREIN AND HERETO UNLESS OTHERWISE INDICATED. REFERENCES
IN THIS AGREEMENT AND EACH OF THE OTHER CREDIT DOCUMENTS TO ANY DOCUMENT,
INSTRUMENT OR AGREEMENT (A) SHALL INCLUDE ALL EXHIBITS, SCHEDULES AND OTHER
ATTACHMENTS THERETO, (B) SHALL INCLUDE ALL