REFER TO SUCH SUBORDINATED NOTE
DOCUMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION THEREOF, (IV) ALL
REFERENCES IN A SUBORDINATED NOTE DOCUMENT TO ARTICLES AND SECTIONS OF, AND
EXHIBITS AND SCHEDULES TO, THE SUBORDINATED NOTE DOCUMENT IN WHICH SUCH
REFERENCES APPEAR, (V) ANY REFERENCE TO ANY LAW SHALL INCLUDE ALL STATUTORY AND
REGULATORY PROVISIONS CONSOLIDATING, AMENDING, REPLACING OR INTERPRETING SUCH
LAW AND ANY REFERENCE TO ANY LAW OR REGULATION SHALL, UNLESS OTHERWISE
SPECIFIED, REFER TO SUCH LAW OR REGULATION AS AMENDED, MODIFIED OR SUPPLEMENTED
FROM TIME TO TIME AND (VI) THE WORDS "ASSET" AND "PROPERTY" SHALL BE CONSTRUED
TO HAVE THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL TANGIBLE AND
INTANGIBLE ASSETS AND PROPERTIES, INCLUDING CASH, SECURITIES, ACCOUNTS AND
CONTRACT RIGHTS.
(B)
IN THE COMPUTATION OF PERIODS OF TIME FROM A
SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND
INCLUDING;" THE WORDS "TO" AND "UNTIL" EACH MEAN "TO BUT EXCLUDING;" AND THE
WORD "THROUGH" MEANS "TO AND INCLUDING."
(C)
SECTION HEADINGS HEREIN AND IN THE OTHER
SUBORDINATED NOTE DOCUMENTS ARE INCLUDED FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT AFFECT THE INTERPRETATION OF THIS AGREEMENT OR ANY OTHER SUBORDINATED
NOTE DOCUMENT.
13.3
ACCOUNTING TERMS, ETC.
(A)
GENERALLY.
ALL ACCOUNTING TERMS NOT
SPECIFICALLY OR COMPLETELY DEFINED HEREIN SHALL BE CONSTRUED IN CONFORMITY WITH,
AND ALL FINANCIAL DATA (INCLUDING FINANCIAL RATIOS AND OTHER FINANCIAL
CALCULATIONS) REQUIRED TO BE SUBMITTED PURSUANT TO THIS AGREEMENT SHALL BE
PREPARED IN CONFORMITY WITH, GAAP.
EXCEPT AS PROVIDED IN CLAUSE (D) OF THE
DEFINITION OF THE TERM "DEBT", IN NO EVENT SHALL ANY CAPITAL STOCK BE DEEMED TO
CONSTITUTE DEBT OR ANY PAYMENT OF ANY DIVIDEND OR DISTRIBUTION THEREON BE DEEMED
TO CONSTITUTE INTEREST SOLELY AS A RESULT OF THE APPLICATION OF FAS 150.
(B)
CHANGES IN GAAP.
IN THE EVENT THAT ANY
"ACCOUNTING CHANGE" (AS DEFINED BELOW) SHALL OCCUR AND SUCH CHANGE RESULTS IN A
CHANGE IN THE METHOD OF CALCULATION OF FINANCIAL COVENANTS, STANDARDS OR TERMS
IN THIS AGREEMENT, THEN THE COMPANY AND THE PURCHASERS AGREE TO ENTER INTO
NEGOTIATIONS IN ORDER TO AMEND SUCH PROVISIONS OF THIS AGREEMENT SO AS TO
EQUITABLY REFLECT SUCH ACCOUNTING CHANGE WITH THE DESIRED RESULT THAT THE
CRITERIA FOR EVALUATING THE COMPANY'S FINANCIAL CONDITION SHALL BE THE SAME
AFTER SUCH ACCOUNTING CHANGE AS IF SUCH ACCOUNTING CHANGE HAD NOT BEEN
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MADE.
UNTIL SUCH TIME AS SUCH AN AMENDMENT SHALL HAVE BEEN EXECUTED AND
DELIVERED BY THE COMPANY AND THE REQUIRED HOLDERS, ALL FINANCIAL COVENANTS,
STANDARDS AND TERMS IN THIS AGREEMENT SHALL CONTINUE TO BE CALCULATED OR
CONSTRUED AS IF SUCH ACCOUNTING CHANGE HAD NOT OCCURRED.
"ACCOUNTING CHANGE"
REFERS TO ANY CHANGE IN ACCOUNTING PRINCIPLES REQUIRED BY THE PROMULGATION OF
ANY RULE, REGULATION, PRONOUNCEMENT OR OPINION BY THE FINANCIAL ACCOUNTING
STANDARDS BOARD OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS OR, IF
APPLICABLE, THE SEC.
13.4
ROUNDING.
ALL CALCULATIONS OF FINANCIAL RATIOS
SET FORTH IN ARTICLE IX SHALL BE CALCULATED TO THE SAME NUMBER OF DECIMAL PLACES