THE AGREEMENT OF ITS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS AND SUCH CHANGES RESULT IN A CHANGE IN THE METHOD OF
CALCULATION OF ANY OF THE FINANCIAL COVENANTS, TESTS, RESTRICTIONS OR STANDARDS
HEREIN OR IN THE RELATED DEFINITIONS OR TERMS USED THEREIN ("ACCOUNTING
CHANGES"), THE PARTIES HERETO AGREE, AT THE BORROWER'S REQUEST, TO ENTER INTO
NEGOTIATIONS, IN GOOD FAITH, IN ORDER TO AMEND SUCH PROVISIONS IN A CREDIT
NEUTRAL MANNER SO AS TO REFLECT EQUITABLY SUCH CHANGES WITH THE DESIRED RESULT
THAT THE CRITERIA FOR EVALUATING THE BORROWER'S AND ITS SUBSIDIARIES' FINANCIAL
CONDITION SHALL BE THE SAME AFTER SUCH CHANGES AS IF SUCH CHANGES HAD NOT BEEN
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MADE; PROVIDED, HOWEVER, UNTIL SUCH PROVISIONS ARE AMENDED IN A MANNER
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS, NO
ACCOUNTING CHANGE SHALL BE GIVEN EFFECT IN SUCH CALCULATIONS.
IN THE EVENT SUCH
AMENDMENT IS ENTERED INTO, ALL REFERENCES IN THIS AGREEMENT TO AGREEMENT
ACCOUNTING PRINCIPLES SHALL MEAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AS OF
THE DATE OF SUCH AMENDMENT.
NOTWITHSTANDING THE FOREGOING, ALL FINANCIAL
STATEMENTS TO BE DELIVERED BY THE BORROWER PURSUANT TO SECTION 6.1 SHALL BE
PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN EFFECT
AT SUCH TIME.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, ALL TERMS
OF AN ACCOUNTING OR FINANCIAL NATURE USED HEREIN SHALL BE CONSTRUED, AND ALL
COMPUTATIONS OF AMOUNTS AND RATIOS REFERRED TO HEREIN SHALL BE MADE, WITHOUT
GIVING EFFECT TO ANY ELECTION UNDER ACCOUNTING STANDARDS CODIFICATION 825-10-25
(PREVIOUSLY REFERRED TO AS STATEMENT OF FINANCIAL ACCOUNTING STANDARDS 159) (OR
ANY OTHER ACCOUNTING STANDARDS CODIFICATION OR FINANCIAL ACCOUNTING STANDARD
HAVING A SIMILAR RESULT OR EFFECT) TO VALUE ANY INDEBTEDNESS OR OTHER
LIABILITIES OF THE BORROWER OR ANY OF ITS SUBSIDIARIES AT "FAIR VALUE", AS
DEFINED THEREIN.
9.9.
SEVERABILITY OF PROVISIONS.
ANY PROVISION IN ANY LOAN DOCUMENT
THAT IS HELD TO BE INOPERATIVE, UNENFORCEABLE, OR INVALID IN ANY JURISDICTION
SHALL, AS TO THAT JURISDICTION, BE INOPERATIVE, UNENFORCEABLE, OR INVALID
WITHOUT AFFECTING THE REMAINING PROVISIONS IN THAT JURISDICTION OR THE
OPERATION, ENFORCEABILITY, OR VALIDITY OF THAT PROVISION IN ANY OTHER
JURISDICTION, AND TO THIS END THE PROVISIONS OF ALL LOAN DOCUMENTS ARE DECLARED
TO BE SEVERABLE.
9.10.
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN THE BORROWER ON
THE ONE HAND AND THE LENDERS, THE LC ISSUER AND THE ADMINISTRATIVE AGENT ON THE
OTHER HAND SHALL BE SOLELY THAT OF BORROWER AND LENDER.
NEITHER THE
ADMINISTRATIVE AGENT, THE ARRANGERS, THE LC ISSUER NOR ANY LENDER SHALL HAVE ANY
FIDUCIARY RESPONSIBILITIES TO THE BORROWER.
NEITHER THE ADMINISTRATIVE AGENT,
THE ARRANGERS, THE LC ISSUER NOR ANY LENDER UNDERTAKES ANY RESPONSIBILITY TO THE
BORROWER TO REVIEW OR INFORM THE BORROWER OF ANY MATTER IN CONNECTION WITH ANY
PHASE OF THE BORROWER'S BUSINESS OR OPERATIONS.
THE BORROWER AGREES THAT
NEITHER THE ADMINISTRATIVE AGENT, THE ARRANGERS, THE LC ISSUER NOR ANY LENDER
SHALL HAVE LIABILITY TO THE BORROWER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) FOR LOSSES SUFFERED BY THE BORROWER IN CONNECTION WITH, ARISING OUT
OF, OR IN ANY WAY RELATED TO, THE TRANSACTIONS CONTEMPLATED