Common use of Accounting and Financial Determinations Clause in Contracts

Accounting and Financial Determinations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if any change in GAAP from those applied in the preparation of the financial statements referred to in Section 5.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. Where (a) To the extent applicable and except as otherwise specified in this Agreement, where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, each Subsidiary in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if any change in GAAP from those applied in the preparation of the financial statements referred to in Section 5.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants Financial Accounting Standards Board or the Securities and Exchange Commission (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement effective date of which change is made after the date hereof, and such change results in a change in the method of calculation of financial covenants, standards or terms found in Section 65.10, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. . (b) All regulatory determinations and calculations made in connection with the determination of the status of the Company and any Bank Subsidiary as well capitalized under Section 5.10 hereof, shall be made in accordance with the laws, rules, regulations and interpretations thereof by the Government Authority charged with interpretations thereof, as in effect on the date of such determination or calculation, as the case may be. (c) When used herein, the term "“financial statement" ” shall include balance sheets, statements of earningsincome, statements of stockholders' ’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. Where (a) To the extent applicable and except as otherwise specified in this Agreement, where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include Borrower and each Subsidiary of the Company and its Subsidiaries, if any, Borrower in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if any change in GAAP from those applied in the preparation of the financial statements referred to in Section 5.3 6.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants Financial Accounting Standards Board or the Securities and Exchange Commission (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's Borrower’s 4891-7239-4657\7 4889-9803-5617\4 financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. . (b) All regulatory determinations and calculations made in connection with the determination of the status of the Borrower and any Bank Subsidiary as well-capitalized under Section 6.9 hereof, shall be made in accordance with the laws, rules, regulations and interpretations thereof by the Governmental Authority charged with interpretations thereof, as in effect on the date of such determination or calculation, as the case may be. (c) When used herein, the term "“financial statement" ” shall include balance sheets, statements of earnings, statements of stockholders' ’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company Borrower shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. Where the character Unless otherwise --------------------------------------- specified, all accounting terms used herein or amount of in any asset other Loan Document shall be interpreted, all accounting determinations and computations hereunder or liability or item of income or expense is thereunder (including under Section 7.2.6) shall be made, and all financial ------------- statements required to be determined, delivered hereunder or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation thereunder shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made prepared in accordance with with, those generally accepted accounting principles ("GAAP; provided, however, that if ") in ---- existence on the date hereof. If any change changes in GAAP accounting principles from those applied used in the preparation of the financial statements referred to in Section 5.3 is occasioned by 6.5 ----------- hereafter occur as a result of the promulgation of rules, regulations, pronouncements and pronouncements, or opinions by the Financial Accounting Standards Board or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), and the initial announcement of which change is made after the date hereof, results application thereof result in a change in the method of calculation of financial covenants, standards standards, or terms found in Section 6this Agreement, the parties hereto Borrower and the Lenders agree to enter into good faith negotiations in order to amend such provisions financial covenants, standards, or terms so as to equitably reflect such changes with the desired result that the criteria for evaluating evaluations of the CompanyBorrower's financial condition shall be the same after such changes as if such changes had not been made; and provided, furtherhowever, that until such time as the -------- ------- parties hereto agree upon have reached a definitive agreement on such amendments, such the Borrower's financial covenants, standards and terms condition shall continue to be construed and calculated evaluated (with respect to other than the audited financial statements) on the same principles as though no change had taken place. When those used herein, in the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement preparation of the Company shall be financial statements referred to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.in Section 6.5. -----------

Accounting and Financial Determinations. Where (a) To the extent applicable and except as otherwise specified in this Agreement, where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, each Subsidiary in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if any change in GAAP from those applied in the preparation of the financial statements referred to in Section 5.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants Financial Accounting Standards Board or the Securities and Exchange Commission (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. . (b) All regulatory determinations and calculations made in connection with the determination of the status of the Company and any Bank Subsidiary as well capitalized under Section 5.10 hereof, shall be made in accordance with the laws, rules, regulations and interpretations thereof by the Government Authority charged with interpretations thereof, as in effect on the date of such determination or calculation, as the case may be. (c) When used herein, the term "“financial statement" ” shall include balance sheets, statements of earnings, statements of stockholders' ’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this AgreementAgreement or the Related Documents, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation andmade, to the extent applicable and except as otherwise specified in this AgreementAgreement or such Related Document, shall be made in accordance with GAAP; provided, however, that if any change in GAAP generally accepted accounting principles from those applied in the preparation of the financial statements referred to in Section 5.3 10.3 hereof is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereofClosing Date, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6Sections 1 or 11 hereof, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the CompanyBorrower's financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no such change had not taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, if any. All other terms contained in this Agreement (and each reference herein to a balance sheet or other financial statement which are not otherwise specifically defined herein) shall have the meanings provided in Article 9 of the Company Uniform Commercial Code of the State of Illinois (the "Code") to the extent the same are used or defined therein. All determinations of the book value of Inventory contemplated hereby shall be to a statement prepared at the lower of cost (on a consolidated and consolidating first-in, first-out basis, unless otherwise specified) or market.

Accounting and Financial Determinations. Where the character (a) Unless otherwise specified, all accounting terms used herein or amount of in any asset other Loan Document shall be interpreted, and all accounting determinations and computations hereunder or liability or item of income or expense is required to be determined, or any accounting computation is required to thereunder (including under Section 9.2.4) shall be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with those generally accepted accounting principles ("GAAP; provided, however, that if any change in GAAP from those ") applied in the preparation of the financial statements referred to in clause (a) of Section 5.3 is occasioned by 9.1.1; provided, however, that all financial statements required to be delivered hereunder or under any other Loan Document shall be prepared in accordance with GAAP as in effect from time to time. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the US Borrower and its Subsidiaries, in each case without duplication. (b) If any changes in accounting principles from those used in the preparation of the financial statements referred to in Section 8.5 hereafter occur as a result of the promulgation of rules, regulations, pronouncements and pronouncements, or opinions by the Financial Accounting Standards Board or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results ) and such changes result in a change in the method of calculation of financial covenants, standards or terms found in Section 6this Agreement, the parties hereto Borrowers and the Lenders agree to enter into good faith negotiations in order to amend such provisions financial covenants, standards or terms so as to equitably reflect such changes with the desired result that the criteria for evaluating evaluations of the CompanyUS Borrower's financial condition shall be the same after such changes as if such changes had not been made; and provided, furtherhowever, that until such time as the parties hereto agree upon have reached a definitive agreement on such amendments, such the US Borrower's financial covenants, standards and terms condition shall continue to be construed and calculated evaluated on the same principles as though no change had taken place. When those used herein, in the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement preparation of the Company shall be financial statements referred to a statement prepared on a consolidated and consolidating basis, unless otherwise specifiedin Section 8.5.

Accounting and Financial Determinations. Where (a) To the extent applicable and except as otherwise specified in this Agreement, where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include Company and each Subsidiary of the Company and its Subsidiaries, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if any change in GAAP from those applied in the preparation of the financial statements referred to in Section 5.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants Financial Accounting Standards Board or the Securities and Exchange Commission (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 65, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. . (b) All regulatory determinations and calculations made in connection with the determination of the status of the Company and any Bank Subsidiary as well capitalized under Section 5.11 hereof, shall be made in accordance with the laws, rules, regulations and interpretations thereof by the Government Authority charged with interpretations thereof, as in effect on the date of such determination or calculation, as the case may be. (c) When used herein, the term "“financial statement" ” shall include balance sheets, statements of earnings, statements of stockholders' ’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. (a) Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, each Subsidiary in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if any change in GAAP from those applied in the preparation of the financial statements referred to in Section 5.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. . (b) All regulatory determinations and calculations made in connection with the determination of the status of the Company and any Bank Subsidiary as well capitalized under Section 5.11 hereof, shall be made in accordance with the laws, rules, regulations and interpretations thereof by the Government Authority charged with interpretations thereof, as in effect on the date of such determination or calculation, as the case may be. (c) When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. Where (a) To the extent applicable and except as otherwise specified in this Agreement, where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, each Subsidiary in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if any change in GAAP from those applied in the preparation of the financial statements referred to in Section 5.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants Financial Accounting Standards Board or the Securities and Exchange Commission (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. . (b) All regulatory determinations and calculations made in connection with the determination of the status of the Company and any Bank Subsidiary as well capitalized under Section 5.10 hereof, shall be made in accordance with the laws, rules, regulations and interpretations thereof by the Government Authority charged with interpretations thereof, as in effect on the date of such determination or calculation, as the case may be. (c) When used herein, the term "“financial statement" ” shall include balance sheets, statements of earningsincome, statements of stockholders' ’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. Where the character (a) Unless otherwise specified, all accounting terms used herein or amount of in any asset other Facilities Document shall be interpreted, and all accounting determinations and computations hereunder or liability or item of income or expense is required to be determined, or any accounting computation is required to thereunder shall be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with those U.S. generally accepted accounting principles ("GAAP; provided, however, that if any change in GAAP from those ") as applied in the preparation of the financial statements referred of Ingram and its consolidated Subsidiaries or of the CP Issuer as the case may be. (b) If, after the Closing Date, there shall be any change to Ingram's fixxxx xxxr, or any modification in Section 5.3 GAAP used in the preparation of the financial statements delivered pursuant to the Facilities Documents (whether such modification is occasioned adopted or imposed by the promulgation of rulesFASB, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions)Accounts, the initial announcement of U.S. Securities and Exchange Commission or any other professional or governmental body) which change is made after the date hereof, results changes result in a change in the method of calculation of financial covenants, standards or terms found in Section 6this Agreement, the parties hereto agree promptly to enter into good faith negotiations in order to amend such provisions financial covenants, standards or terms so as to reflect equitably such changes changes, with the desired result that the criteria for evaluating evaluations of Ingram or, as the Company's case may be, any of its affiliates' financial condition shall be the same after such changes as if such changes had not been made; and provided, furtherhowever, that until such time as the parties hereto agree upon have reached a definitive agreement on such amendments, Ingram's or, xx xxx case may be, each such affiliates' financial covenants, standards and terms condition shall continue to be construed and calculated evaluated on the same principles as though no change had taken place. When those used herein, in the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement preparation of the Company shall be financial statements previously delivered pursuant to a statement prepared on a consolidated and consolidating basis, unless otherwise specifiedthe Facilities Documents.

Accounting and Financial Determinations. Where Except as provided to the character contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles, except that any calculation or amount of any asset or liability or item of income or expense determination which is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include shall be made for the Company and all its Subsidiaries, including those Subsidiaries, if any, in each such calculation and, to which are unconsolidated on the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if Company’s audited financial statements. If any change in GAAP generally accepted accounting principles from those applied in the preparation of the financial statements referred to in Section 5.3 5.1 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. When used herein, the term "“financial statement" ” shall include balance sheets, statements of earnings, statements of stockholders' ’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this AgreementAgreement or the Related Documents, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation andmade, to the extent applicable and except as otherwise specified in this AgreementAgreement or such Related Document, shall be made in accordance with GAAP; provided, however, that if any change in GAAP generally accepted accounting principles from those applied in the preparation of the financial statements referred to in Section 5.3 10.3 hereof is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereofClosing Date, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6Sections 1 or 11 hereof, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the CompanyConsolidated Entity's or any Borrower's financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no such change had not taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, if any. All other terms contained in this Agreement (and each reference herein to a balance sheet or other financial statement which are not otherwise specifically defined herein) shall have the meanings provided in Article 9 of the Company Uniform Commercial Code of the State of Illinois (the "UCC") to the extent the same are used or defined therein. All determinations of the book value of Inventory contemplated hereby shall be to a statement prepared at the lower of cost (on a consolidated and consolidating first-in, first-out basis, unless otherwise specified) or market.

Accounting and Financial Determinations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this AgreementAgreement or the Related Documents, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation andmade, to the extent applicable and except as otherwise specified in this AgreementAgreement or such Related Document, shall be made in accordance with GAAP; providedPROVIDED, howeverHOWEVER, that if any change in GAAP generally accepted accounting principles from those applied in the preparation of the financial statements referred to in Section 5.3 SECTION 10.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereofClosing Date, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6SECTIONS 1 or 11, then the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the CompanyBorrower's financial condition shall be the same after such changes as if such changes had not been made; and providedPROVIDED, furtherFURTHER, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no such change had not taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, if any. All other terms contained in this Agreement (and each reference herein to a balance sheet or other financial statement which are not otherwise specifically defined herein) shall have the meanings provided in Article 9 of the Company Uniform Commercial Code of the State of Illinois (the "UCC") to the extent the same are used or defined therein. All determinations of the book value of Inventory contemplated hereby shall be to a statement prepared at the lower of cost (on a consolidated and consolidating first-in, first-out basis, unless otherwise specified) or market.