Address".
SECTION 11.3.
COMPUTATIONS.
WHERE THE CHARACTER OR AMOUNT OF ANY ASSET OR
LIABILITY OR ITEM OF INCOME OR EXPENSE IS REQUIRED TO BE DETERMINED, OR ANY
CONSOLIDATION OR OTHER ACCOUNTING COMPUTATION IS REQUIRED TO BE MADE, FOR
PURPOSES OF THIS AGREEMENT SUCH DETERMINATION OR CALCULATION SHALL, TO THE
EXTENT APPLICABLE AND EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, BE MADE
IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED; PROVIDED THAT IF THE BORROWER OR
THE GUARANTOR NOTIFIES THE BANK THAT THE GUARANTOR WISHES TO AMEND, OR HAS BEEN
REQUIRED TO AMEND UNDER THE GUARANTOR CREDIT AGREEMENT, THE COVENANT IN SECTIONS
8.14 (OR ANY RELATED DEFINITION) TO ELIMINATE OR TO TAKE INTO ACCOUNT THE EFFECT
OF ANY CHANGE IN GAAP ON THE OPERATION OF SUCH COVENANT, THEN THE GUARANTOR'S
COMPLIANCE WITH SUCH COVENANT SHALL BE DETERMINED ON THE BASIS OF GAAP IN EFFECT
IMMEDIATELY BEFORE THE RELEVANT CHANGE IN GAAP
31
BECAME EFFECTIVE, UNTIL EITHER SUCH NOTICE IS WITHDRAWN OR SUCH COVENANT (OR
RELATED DEFINITION) IS AMENDED IN A MANNER SATISFACTORY TO THE GUARANTOR AND THE
BANK.
SECTION 11.4.
REGULATION U.
EACH BANK REPRESENTS THAT IT, IN GOOD FAITH, IS
NOT RELYING EITHER DIRECTLY OR INDIRECTLY UPON ANY MARGIN STOCK AS COLLATERAL
SECURITY FOR THE EXTENSION OR MAINTENANCE BY IT OF ANY CREDIT PROVIDED FOR IN
THIS AGREEMENT.
SECTION 11.5.
COSTS, EXPENSES AND TAXES.
(A)
SUBJECT TO THE LIMITATION SET FORTH IN
SECTION 4.6(B), BORROWER AGREES TO PAY ON DEMAND ALL OF THE BANK'S REASONABLE
OUT OF POCKET COSTS AND EXPENSES (INCLUDING THE REASONABLE FEES AND OUT OF
POCKET EXPENSES OF COUNSEL) IN CONNECTION WITH THE PREPARATION, EXECUTION, AND
DELIVERY OF THIS AGREEMENT, THE RELATED DOCUMENTS AND ALL OTHER INSTRUMENTS OR
DOCUMENTS PROVIDED FOR HEREIN OR DELIVERED OR TO BE DELIVERED HEREUNDER OR IN
CONNECTION HEREWITH (INCLUDING, WITHOUT LIMITATION, ALL AMENDMENTS, SUPPLEMENTS
AND WAIVERS EXECUTED AND DELIVERED PURSUANT HERETO OR IN CONNECTION HEREWITH).
THE BORROWER FURTHER AGREES THAT THE BANK, IN ITS SOLE DISCRETION, AND FOLLOWING
NOTICE TO THE BORROWER MAY DEDUCT ALL SUCH UNPAID AMOUNTS FROM THE AGGREGATE
PROCEEDS OF THE LOAN.
(B)
THE OBLIGATIONS SHALL INCLUDE, AND THE
BORROWER SHALL PAY TO THE BANK ON DEMAND, ANY AND ALL REASONABLE COSTS, CHARGES,
FEES AND OTHER EXPENSES INCURRED BY THE BANK IF THE BANK, IN ITS SOLE
DISCRETION, (I) EMPLOYS COUNSEL FOR ADVICE OR OTHER REPRESENTATION (A) WITH
RESPECT TO THE AMENDMENT OR ENFORCEMENT OF THIS AGREEMENT OR THE RELATED
DOCUMENTS, OR WITH RESPECT TO THE COLLATERAL OR ANY OTHER COLLATERAL SECURING
THE OBLIGATIONS, (B) TO REPRESENT THE BANK IN ANY LITIGATION, CONTEST, DISPUTE,
SUIT OR PROCEEDING OR TO COMMENCE, DEFEND OR INTERVENE OR TO TAKE ANY OTHER
ACTION IN OR WITH RESPECT TO ANY LITIGATION, CONTEST, DISPUTE, SUIT OR
PROCEEDING (WHETHER INSTITUTED BY THE BANK, THE BORROWER OR ANY OTHER PERSON) IN
ANY WAY OR RESPECT RELATING TO THIS AGREEMENT, THE RELATED DOCUMENTS, THE
BORROWER'S AFFAIRS, THE COLLATERAL OR ANY OTHER COLLATERAL SECURING THE
OBLIGATIONS OR (C) TO ENFORCE ANY OF THE BANK'S RIGHTS WITH RESPECT TO THE
BORROWER;