OR REFERENCE TO ANY
STATUTE, RULE OR REGULATION SHALL BE CONSTRUED AS REFERRING THERETO AS FROM TIME
TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED (INCLUDING BY SUCCESSION OF
COMPARABLE SUCCESSOR LAWS), (C) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE
CONSTRUED TO
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INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS (SUBJECT TO ANY RESTRICTIONS ON
ASSIGNMENT SET FORTH HEREIN) AND, IN THE CASE OF ANY GOVERNMENTAL AUTHORITY, ANY
OTHER GOVERNMENTAL AUTHORITY THAT SHALL HAVE SUCCEEDED TO ANY OR ALL FUNCTIONS
THEREOF, (D) THE WORDS "HEREIN", "HEREOF" AND "HEREUNDER", AND WORDS OF SIMILAR
IMPORT, SHALL BE CONSTRUED TO REFER TO THIS AGREEMENT IN ITS ENTIRETY AND NOT TO
ANY PARTICULAR PROVISION HEREOF AND (E) ALL REFERENCES HEREIN TO ARTICLES,
SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO ARTICLES AND
SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THIS AGREEMENT.
SECTION 1.04.
ACCOUNTING TERMS; GAAP; PRO FORMA CALCULATIONS.
(A)
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL TERMS OF AN ACCOUNTING OR FINANCIAL
NATURE SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP AS IN EFFECT FROM TIME TO
TIME; PROVIDED THAT, IF THE BORROWER, BY NOTICE TO THE ADMINISTRATIVE AGENT,
SHALL REQUEST AN AMENDMENT TO ANY PROVISION HEREOF TO ELIMINATE THE EFFECT OF
ANY CHANGE OCCURRING AFTER THE DATE HEREOF IN GAAP OR IN THE APPLICATION THEREOF
ON THE OPERATION OF SUCH PROVISION (OR IF THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS, BY NOTICE TO THE BORROWER, SHALL REQUEST AN AMENDMENT TO ANY
PROVISION HEREOF FOR SUCH PURPOSE), REGARDLESS OF WHETHER ANY SUCH NOTICE IS
GIVEN BEFORE OR AFTER SUCH CHANGE IN GAAP OR IN THE APPLICATION THEREOF, THEN
SUCH PROVISION SHALL BE INTERPRETED ON THE BASIS OF GAAP AS IN EFFECT AND
APPLIED IMMEDIATELY BEFORE SUCH CHANGE SHALL HAVE BECOME EFFECTIVE UNTIL SUCH
NOTICE SHALL HAVE BEEN WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE
HEREWITH.
(B)
ALL PRO FORMA COMPUTATIONS REQUIRED TO BE MADE HEREUNDER GIVING EFFECT TO
ANY MATERIAL ACQUISITION, MATERIAL DISPOSITION OR PERMITTED ACQUISITION SHALL BE
CALCULATED AFTER GIVING PRO FORMA EFFECT THERETO (AND TO ANY OTHER SUCH
TRANSACTION CONSUMMATED SINCE THE FIRST DAY OF THE PERIOD FOR WHICH SUCH PRO
FORMA COMPUTATION IS BEING MADE AND ON OR PRIOR TO THE DATE OF SUCH COMPUTATION)
AS IF SUCH TRANSACTION HAD OCCURRED ON THE FIRST DAY OF THE PERIOD OF FOUR
CONSECUTIVE FISCAL QUARTERS ENDING WITH THE MOST RECENT FISCAL QUARTER FOR WHICH
FINANCIAL STATEMENTS SHALL HAVE BEEN DELIVERED PURSUANT TO SECTION 5.01(A) OR
5.01(B) (OR, PRIOR TO THE DELIVERY OF ANY SUCH FINANCIAL STATEMENTS, ENDING ON
MARCH 31, 2008), AND, TO THE EXTENT APPLICABLE, THE HISTORICAL EARNINGS AND CASH
FLOWS ASSOCIATED WITH THE ASSETS ACQUIRED OR DISPOSED OF, ANY RELATED INCURRENCE
OR REDUCTION OF INDEBTEDNESS AND ANY RELATED COST SAVINGS, OPERATING EXPENSE
REDUCTIONS AND SYNERGIES, ALL IN ACCORDANCE WITH (AND, IN THE CASE OF COST
SAVINGS, OPERATING EXPENSE REDUCTIONS AND SYNERGIES, TO THE EXTENT PERMITTED BY)
ARTICLE 11 OF REGULATION S-X UNDER THE SECURITIES ACT.
IF ANY INDEBTEDNESS
BEARS A FLOATING RATE OF INTEREST AND IS BEING GIVEN PRO