the
Audited Financial Statements, except
as otherwise specifically prescribed
herein.
(B)
CHANGES IN GAAP.
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 COMPANY OR THE REQUIRED LENDERS SHALL SO REQUEST,
THE ADMINISTRATIVE AGENT, THE LENDERS AND THE COMPANY SHALL NEGOTIATE IN GOOD
FAITH TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF
IN LIGHT OF SUCH CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED
LENDERS); PROVIDED
THAT, UNTIL SO AMENDED, (I) SUCH RATIO OR REQUIREMENT SHALL
CONTINUE TO BE COMPUTED IN ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND
(II) THE COMPANY SHALL PROVIDE TO THE ADMINISTRATIVE AGENT A WRITTEN
RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR REQUIREMENT MADE BEFORE AND
AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP; PROVIDED
FURTHER
THAT SUCH
RECONCILIATION SHALL BE REQUIRED TO BE PROVIDED ONLY FOR THE FOUR FISCAL
QUARTERS FOLLOWING SUCH CHANGE. WITHOUT LIMITING THE FOREGOING, INCLUDING FOR
THE PURPOSE OF CALCULATING THE CONSOLIDATED TOTAL LEVERAGE RATIO, LEASES SHALL
CONTINUE TO BE CLASSIFIED AND ACCOUNTED FOR ON A BASIS CONSISTENT WITH THAT
REFLECTED IN THE AUDITED FINANCIAL STATEMENTS FOR ALL PURPOSES OF THIS
AGREEMENT, NOTWITHSTANDING ANY CHANGE IN GAAP RELATING THERETO, UNLESS THE
PARTIES HERETO SHALL ENTER INTO A MUTUALLY ACCEPTABLE AMENDMENT ADDRESSING SUCH
CHANGES, AS PROVIDED FOR ABOVE. FOR THE AVOIDANCE OF DOUBT, CHANGES IN GAAP
SHALL INCLUDE BOTH CHANGES ADOPTED AFTER THE DATE HEREOF AND CHANGES ADOPTED
PRIOR TO THE DATE HEREOF AND FIRST MADE EFFECTIVE AS TO THE LOAN PARTIES AFTER
THE DATE HEREOF.
1.04.
ROUNDING
.
Any financial ratios required to be maintained by the Company pursuant to
this Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of places
by which such ratio is expressed herein and rounding the result up or down to
the nearest number (with a rounding-up if there is no nearest number).
1.05.
EXCHANGE RATES; CURRENCY EQUIVALENTS
.
(a)
The Administrative Agent or the applicable L/C Issuer, as applicable,
shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding
Amounts denominated in Alternative Currencies.
Such Spot Rates shall become
effective as of such Revaluation Date and shall be the Spot Rates employed in
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding
Amounts until the next Revaluation Date to
30
ActiveUS 170689984v.4
occur.
Except as otherwise provided herein, the applicable amount of any
currency (other than Dollars) for purposes of the Loan Documents shall be the
Dollar Equivalent thereof.
(B)
WHEREVER IN THIS AGREEMENT IN CONNECTION WITH A COMMITTED
BORROWING, CONVERSION, CONTINUATION OR PREPAYMENT OF A EUROCURRENCY RATE LOAN OR
THE ISSUANCE, AMENDMENT OR EXTENSION OF A LETTER OF CREDIT, AN AMOUNT, SUCH AS A
REQUIRED MINIMUM OR MULTIPLE AMOUNT, IS EXPRESSED IN DOLLARS, BUT SUCH COMMITTED
BORROWING, EUROCURRENCY RATE LOAN