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,"
"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 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 ON ANY
DETERMINATION MADE BY ANY CREDIT PARTY IN ANY DOCUMENT DELIVERED TO THE
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY DETERMINE OR REDETERMINE THE
DOLLAR EQUIVALENT OF ANY AMOUNT ON ANY DATE EITHER IN ITS OWN REASONABLE
DISCRETION OR UPON THE REQUEST OF ANY LENDER.
(B)
ROUNDING-OFF.
THE ADMINISTRATIVE AGENT MAY SET UP APPROPRIATE
ROUNDING OFF MECHANISMS OR OTHERWISE ROUND-OFF AMOUNTS HEREUNDER TO THE NEAREST
HIGHER OR LOWER AMOUNT IN WHOLE DOLLAR OR CENT TO ENSURE AMOUNTS OWING BY ANY
PARTY HEREUNDER OR THAT OTHERWISE NEED TO BE CALCULATED OR CONVERTED HEREUNDER
ARE EXPRESSED IN WHOLE DOLLARS OR IN WHOLE CENTS, AS MAY BE NECESSARY OR
APPROPRIATE.
SECTION 2.
LOANS
2.1
LOANS.
(A)
THE INITIAL LOANS.
SUBJECT TO THE TERMS