THE ACCOUNTING PRINCIPLES USED IN THE
PREPARATION OF THE MOST RECENT FINANCIAL STATEMENTS REFERRED TO IN SECTION 5.1
IS HEREAFTER REQUIRED OR PERMITTED BY THE RULES, REGULATIONS, PRONOUNCEMENTS AND
OPINIONS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD OR THE AMERICAN INSTITUTE
OF CERTIFIED PUBLIC ACCOUNTANTS (OR ANY SUCCESSORS THERETO) AND SUCH CHANGE IS
ADOPTED BY THE BORROWER WITH THE AGREEMENT OF THE BORROWER'S ACCOUNTANTS AND
RESULTS IN A CHANGE IN ANY OF THE CALCULATIONS REQUIRED BY SECTION 6 THAT WOULD
NOT HAVE RESULTED HAD SUCH ACCOUNTING CHANGE NOT OCCURRED, THE PARTIES HERETO
AGREE TO ENTER INTO NEGOTIATIONS IN ORDER TO AMEND SUCH PROVISIONS SO AS TO
EQUITABLY REFLECT SUCH CHANGE SUCH THAT THE CRITERIA FOR EVALUATING COMPLIANCE
WITH SUCH COVENANTS BY THE BORROWER SHALL BE THE SAME AFTER SUCH CHANGE AS IF
SUCH CHANGE HAD NOT BEEN MADE.
1.3
INTERPRETATION, ETC.
ANY OF THE TERMS
DEFINED HEREIN MAY, UNLESS THE CONTEXT OTHERWISE REQUIRES, BE USED IN THE
SINGULAR OR THE PLURAL, DEPENDING ON THE REFERENCE.
REFERENCES HEREIN TO ANY
SECTION, APPENDIX, SCHEDULE OR EXHIBIT SHALL BE TO A SECTION, AN APPENDIX, A
SCHEDULE OR AN EXHIBIT, AS THE CASE MAY BE, HEREOF UNLESS OTHERWISE SPECIFICALLY
PROVIDED.
THE USE HEREIN OF THE WORD "INCLUDE" OR "INCLUDING," WHEN FOLLOWING
ANY GENERAL STATEMENT, TERM OR MATTER, SHALL NOT BE CONSTRUED TO LIMIT SUCH
STATEMENT, TERM OR MATTER TO THE SPECIFIC ITEMS OR MATTERS SET FORTH IMMEDIATELY
FOLLOWING SUCH WORD OR TO SIMILAR ITEMS OR MATTERS, WHETHER OR NOT NO LIMITING
LANGUAGE (SUCH AS "WITHOUT LIMITATION" OR "BUT NOT LIMITED TO" OR WORDS OF
SIMILAR IMPORT) IS USED WITH REFERENCE THERETO, BUT RATHER SHALL BE DEEMED TO
REFER TO ALL OTHER ITEMS OR MATTERS THAT FALL WITHIN THE BROADEST POSSIBLE SCOPE
OF SUCH GENERAL STATEMENT, TERM OR MATTER.
UNLESS THE PRIOR WRITTEN CONSENT OF
THE REQUISITE LENDERS IS REQUIRED HEREUNDER FOR AN AMENDMENT, RESTATEMENT,
SUPPLEMENT OR OTHER MODIFICATION TO ANY SUCH AGREEMENT AND SUCH CONSENT IS NOT
OBTAINED, REFERENCES IN THIS AGREEMENT TO SUCH AGREEMENT SHALL BE TO SUCH
AGREEMENT AS SO AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED.
REFERENCES IN THIS
AGREEMENT TO ANY STATUTE SHALL BE TO SUCH STATUTE AS AMENDED OR MODIFIED FROM
TIME TO TIME AND TO ANY SUCCESSOR LEGISLATION THERETO, IN EACH CASE AS IN EFFECT
AT THE TIME ANY SUCH REFERENCE IS OPERATIVE.
THE TERMS "LENDER,"
"ADMINISTRATIVE AGENT," "COLLATERAL AGENT," "SYNDICATION AGENT," "FACILITY
AGENT" AND "AGENT" INCLUDE, WITHOUT LIMITATION, THEIR RESPECTIVE SUCCESSORS.
UPON THE APPOINTMENT OF ANY SUCCESSOR FACILITY AGENT PURSUANT TO SECTION 9.7,
REFERENCES TO
36
CITIBANK IN THE DEFINITIONS OF BASE RATE, DOLLAR EQUIVALENT AND EURODOLLAR RATE
SHALL BE DEEMED TO REFER TO THE FINANCIAL INSTITUTION THEN ACTING AS SUCH
FACILITY AGENT OR ONE OF ITS AFFILIATES IF IT SO DESIGNATES.
1.4
CONVERSION OF FOREIGN CURRENCIES.
(A)
DOLLAR EQUIVALENTS.
THE ADMINISTRATIVE
AGENT SHALL DETERMINE THE DOLLAR EQUIVALENT OF ANY AMOUNT AS REQUIRED HEREBY,
AND A DETERMINATION THEREOF BY THE ADMINISTRATIVE AGENT SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR.
THE ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE OBLIGATED
TO, RELY