TO ANY PERSON SHALL BE CONSTRUED TO
INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS, (C) 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,
(D) 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, (E) 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
AND (F) ANY REFERENCE TO ANY REQUIREMENT OF LAW SHALL, UNLESS OTHERWISE
SPECIFIED, REFER TO SUCH REQUIREMENT OF LAW AS AMENDED, MODIFIED OR SUPPLEMENTED
FROM TIME TO TIME.
SECTION 1.04.
ACCOUNTING TERMS; GAAP.
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, CONSISTENTLY APPLIED,
PROVIDED THAT IF THE PARENT BORROWER NOTIFIES THE ADMINISTRATIVE AGENT THAT THE
PARENT BORROWER REQUESTS AN AMENDMENT TO ANY PROVISION HEREOF (INCLUDING ANY
DEFINED TERM) 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 NOTIFIES THE PARENT BORROWER THAT THE REQUIRED
LENDERS REQUEST AN AMENDMENT TO ANY PROVISION (INCLUDING ANY DEFINITION) 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
47
HAVE BEEN WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE HEREWITH.
UPON ANY
SUCH REQUEST FOR AN AMENDMENT, THE PARENT BORROWER, THE REQUIRED LENDERS AND THE
ADMINISTRATIVE AGENT AGREE TO CONSIDER IN GOOD FAITH ANY SUCH AMENDMENT IN ORDER
TO AMEND THE PROVISIONS OF THIS AGREEMENT SO AS TO REFLECT EQUITABLY SUCH
ACCOUNTING CHANGES SO THAT THE CRITERIA FOR EVALUATING THE PARENT BORROWER'S
FINANCIAL CONDITION SHALL BE THE SAME AFTER SUCH ACCOUNTING CHANGES AS IF SUCH
ACCOUNTING CHANGES HAD NOT OCCURRED.
IN NO EVENT SHALL ANY CAPITAL STOCK BE
DEEMED TO CONSTITUTE INDEBTEDNESS OR ANY PAYMENT OF ANY DIVIDEND OR DISTRIBUTION
THEREON BE DEEMED TO CONSTITUTE INTEREST SOLELY AS A RESULT OF THE APPLICATION
OF FINANCIAL ACCOUNTING STANDARDS NO. 150.
SECTION 1.05.
CURRENCY TRANSLATION.
(A)
EXCEPT AS SPECIFICALLY PROVIDED IN
CLAUSE (B) OF THIS SECTION 1.05, FOR PURPOSES OF DETERMINING COMPLIANCE AS OF
ANY DATE WITH THE TERMS OF ANY LOAN DOCUMENT (OTHER THAN THE LIMITS AND
SUBLIMITS FOR REVOLVING EXPOSURE SET FORTH IN ARTICLE II OF THIS AGREEMENT),
AMOUNTS INCURRED OR OUTSTANDING IN CANADIAN DOLLARS SHALL BE TRANSLATED INTO
U.S. DOLLARS AT THE EXCHANGE RATES IN EFFECT ON THE FIRST BUSINESS DAY OF THE
FISCAL QUARTER IN WHICH SUCH DETERMINATION OCCURS OR IN RESPECT OF