affect the interpretation of this Agreement.
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(H)
INDEPENDENCE OF PROVISIONS.
The parties acknowledge that this Agreement and other Loan Documents may use
several different limitations, tests or measurements to regulate the same or
similar matters, and that such limitations, tests and measurements are
cumulative and must each be performed, except as expressly stated to the
contrary in this Agreement.
(I)
INTERPRETATION.
This Agreement is the result of negotiations among and has been reviewed by
counsel to the Administrative Agent, the Company, the Canadian Company and other
parties, and is the product of all parties hereto.
Accordingly, this Agreement
and the other Loan Documents shall not be construed against the Lenders or the
Administrative Agent merely because of the Administrative Agent's or the
Lenders' involvement in the preparation of such documents and agreements.
1.3.
ACCOUNTING PRINCIPLES.
(A)
UNLESS THE CONTEXT OTHERWISE CLEARLY REQUIRES, ALL ACCOUNTING
TERMS NOT EXPRESSLY DEFINED HEREIN SHALL BE CONSTRUED, AND ALL FINANCIAL
COMPUTATIONS REQUIRED UNDER THIS AGREEMENT SHALL BE MADE, IN ACCORDANCE WITH
GAAP, CONSISTENTLY APPLIED.
IF ANY CHANGES IN ACCOUNTING PRINCIPLES FROM THOSE
USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 5.10
HEREAFTER OCCUR AS A RESULT OF THE PROMULGATION OF RULES, REGULATIONS,
PRONOUNCEMENTS, OR OPINIONS BY THE FINANCIAL ACCOUNTING STANDARDS BOARD OR THE
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (OR SUCCESSORS THERETO OR
AGENCIES WITH SIMILAR FUNCTIONS) AND RESULT IN A CHANGE IN THE METHOD OF
CALCULATION OF FINANCIAL COVENANTS, STANDARDS, OR TERMS FOUND IN THIS AGREEMENT,
UPON THE REQUEST OF THE COMPANY OR THE MAJORITY LENDERS, THE COMPANY, THE
CANADIAN COMPANY, THE ADMINISTRATIVE AGENT AND THE MAJORITY LENDERS AGREE TO
ENTER INTO NEGOTIATIONS TO AMEND SUCH FINANCIAL COVENANTS, STANDARDS OR TERMS SO
AS TO EQUITABLY REFLECT SUCH CHANGES WITH THE DESIRED RESULT THAT THE
EVALUATIONS OF THE COMPANY'S FINANCIAL CONDITION SHALL BE THE SAME AFTER SUCH
CHANGES AS IF SUCH CHANGES HAD NOT BEEN MADE; PROVIDED, HOWEVER, THAT UNTIL THE
PARTIES HERETO HAVE REACHED A DEFINITIVE AGREEMENT ON SUCH AMENDMENTS, THE
COMPANY'S FINANCIAL CONDITION SHALL CONTINUE TO BE EVALUATED ON THE SAME
PRINCIPLES AS THOSE USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS REFERRED
TO IN SECTION 5.10 PRIOR TO SUCH CHANGE IN ACCOUNTING PRINCIPLES.
(B)
REFERENCES HEREIN TO "FISCAL YEAR" AND "FISCAL QUARTER" REFER TO
SUCH FISCAL PERIODS OF THE COMPANY.
1.4.
EXCHANGE RATES; CURRENCY EQUIVALENTS.
(A)
THE ADMINISTRATIVE AGENT, BOA CANADA OR THE CANADIAN ISSUER, AS
APPLICABLE, SHALL DETERMINE THE SPOT RATES AS OF EACH REVALUATION DATE TO BE
USED FOR CALCULATING DOLLAR EQUIVALENT AMOUNTS OF LOANS AND OTHER CANADIAN
OBLIGATIONS DENOMINATED IN CANADIAN DOLLARS.
SUCH SPOT RATES SHALL BECOME
EFFECTIVE AS OF SUCH REVALUATION DATE AND SHALL BE THE SPOT RATES EMPLOYED IN
CONVERTING ANY AMOUNTS BETWEEN CANADIAN DOLLARS AND DOLLARS UNTIL
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THE NEXT REVALUATION DATE TO OCCUR.
EXCEPT FOR PURPOSES OF FINANCIAL STATEMENTS
DELIVERED BY LOAN PARTIES HEREUNDER OR CALCULATING FINANCIAL COVENANTS HEREUNDER
OR EXCEPT AS OTHERWISE PROVIDED HEREIN, THE APPLICABLE AMOUNT OF ANY CURRENCY
(OTHER THAN DOLLARS) FOR PURPOSES OF THE