REFERRED TO IN CLAUSE (A)(I) OF SECTION 5.4 HEREAFTER OCCUR AS A
RESULT OF THE PROMULGATION OF RULES, REGULATIONS, PRONOUNCEMENTS OR OPINIONS BY
THE FINANCIAL ACCOUNTING STANDARDS BOARD OR THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS (OR SUCCESSORS THERETO OR AGENCIES WITH SIMILAR FUNCTIONS)
RESULT IN A CHANGE IN THE METHOD OF CALCULATION OF FINANCIAL COVENANTS,
STANDARDS OR TERMS FOUND IN THIS AGREEMENT, THE PARTIES HERETO AGREE TO ENTER
INTO NEGOTIATIONS IN ORDER TO AMEND SUCH FINANCIAL COVENANTS, STANDARDS OR TERMS
SO AS TO EQUITABLY REFLECT SUCH CHANGES WITH THE DESIRED RESULT THAT THE
EVALUATIONS OF THE BORROWERS' FINANCIAL CONDITION SHALL BE THE SAME AFTER SUCH
CHANGES AS IF SUCH CHANGES HAD NOT BEEN MADE; PROVIDED, HOWEVER, THAT, UNTIL THE
PARTIES HERETO HAVE REACHED A DEFINITIVE AGREEMENT ON SUCH AMENDMENTS THE
BORROWERS SHALL NOT CHANGE THEIR FISCAL YEAR AND THE BORROWERS' FINANCIAL
CONDITION AND OPERATIONS SHALL CONTINUE TO BE EVALUATED ON THE SAME PRINCIPLES
AS THOSE USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS REFERRED TO IN
CLAUSE (A)(I) OF SECTION 5.4.
SECTION 9.15
WAIVER OF JURY TRIAL, ETC.
THE AGENT, THE LENDERS AND THE
BORROWERS HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE NOTES OR ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENT, SUCH LENDERS OR THE
BORROWERS.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND SUCH
LENDERS ENTERING INTO THIS AGREEMENT.
SECTION 9.16
LIMITATION OF LIABILITY.
NEITHER THE AGENT, THE LENDERS NOR
ANY AFFILIATE THEREOF SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND THE
BORROWERS HEREBY WAIVE, RELEASE AND AGREE NOT TO SUE UPON, ANY CLAIM FOR ANY
SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES SUFFERED BY ANY
BORROWER IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THIS
AGREEMENT, THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREIN, OR ANY ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH.
SECTION 9.17
USURY SAVINGS CLAUSE.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, IF AT ANY TIME ANY RATE
OF INTEREST ACCRUING ON ANY OBLIGATION, WHEN AGGREGATED WITH ALL AMOUNTS PAYABLE
BY ANY LOAN PARTY UNDER ANY OF THE LOAN DOCUMENTS THAT ARE DEEMED OR CONSTRUED
TO BE INTEREST ACCRUED OR ACCRUING ON SUCH OBLIGATION UNDER APPLICABLE LAW,
EXCEEDS THE HIGHEST RATE OF INTEREST PERMISSIBLE UNDER ANY LAW WHICH A COURT OF
COMPETENT JURISDICTION SHALL, IN A FINAL DETERMINATION, DEEM APPLICABLE TO SUCH
LENDER WITH RESPECT TO SUCH OBLIGATION (EACH A "MAXIMUM LAWFUL RATE"), THEN IN
SUCH EVENT AND SO LONG AS THE MAXIMUM LAWFUL RATE WOULD BE SO EXCEEDED, SUCH
RATE OF INTEREST SHALL BE REDUCED TO THE MAXIMUM LAWFUL RATE; PROVIDED THAT IF
AT ANY TIME THEREAFTER SUCH RATE OF INTEREST ACCRUING ON OBLIGATIONS HELD BY
SUCH LENDER IS LESS THAN THE MAXIMUM LAWFUL RATE, THE BORROWERS SHALL