Common use of Accounting Terms and Calculations Clause in Contracts

Accounting Terms and Calculations. Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder (including, without limitation, determination of compliance with financial ratios and restrictions in Articles VIII and IX hereof) shall be made in accordance with GAAP. To the extent that any change in GAAP or the application thereof from the financial statements referred to in Section 7.5 hereof affects any computation or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred unless the Company and the Required Banks agree in writing on an adjustment to such computation or determination to account for such change in GAAP or the application thereof. In the instance of such change, the Agent, Banks and Company shall negotiate in good faith to promptly agree to such adjustment. Any reference to “consolidated” financial terms shall be deemed to refer to those financial terms as applied to the Company and its Subsidiaries in accordance with GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having similar result or effect) to value any Indebtedness or other liabilities of the Company or any of its Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Calculations. Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder (including, without limitation, determination of compliance with financial ratios and restrictions in Articles VIII and IX hereof) shall be made in accordance with GAAP. To the extent that any change in GAAP or the application thereof from the financial statements referred to in Section 7.5 hereof affects any computation or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred unless the Company and the Required Banks agree in writing on an adjustment to such computation or determination to account for such change in GAAP or the application thereof. In the instance of such change, the Agent, Banks and Company shall negotiate in good faith to promptly agree to such adjustment. Any reference to “consolidated” financial terms shall be deemed to refer to those financial terms as applied to the Company and its Subsidiaries in accordance with GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having similar result or effect) to value any Indebtedness or other liabilities of the Company or any of its Subsidiaries at “fair value”, as defined therein.. Section 1.3

Accounting Terms and Calculations. Except as may be expressly provided to the contrary hereinextent this Agreement expressly provides to the contrary, all terms of an accounting terms used herein or financial nature shall be interpreted and all accounting determinations hereunder (including, without limitation, determination of compliance with financial ratios and restrictions in Articles VIII and IX hereof) shall be made construed in accordance with GAAP. To , as in effect from time to time; provided that, if Company notifies Agent that Company requests an amendment to any provision of this Agreement to eliminate the extent that effect of any change occurring after the Amendment No. 2 Effective Date in GAAP or in its application on the application thereof from operation of such provision (or if Agent notifies Company that the financial statements referred Majority Lenders request an amendment to in Section 7.5 hereof affects any computation provision of this Agreement for such purpose), regardless of whether any such notice is given before or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred unless the Company and the Required Banks agree in writing on an adjustment to such computation or determination to account for after such change in GAAP or the application thereof. In the instance of in its application, then such change, the Agent, Banks and Company shall negotiate in good faith to promptly agree to such adjustment. Any reference to “consolidated” financial terms provision shall be deemed to refer to those financial terms interpreted on the basis of GAAP as in effect and applied to the Company and its Subsidiaries immediately before such change becomes effective until such notice is withdrawn or amended in accordance with GAAP. Notwithstanding this Section 1.2; and further provided that, notwithstanding any other provision contained hereinof this Agreement, all terms of an accounting or financial nature used herein in this Agreement shall be construed, and all computations of amounts and ratios referred to herein in this Agreement shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any of its Subsidiaries at “fair value”, as defined thereinsuch standards define that term. If at any time any change in GAAP would affect the computation of any financial ratio or requirement in any Loan Document and Company, Agent, or the Majority Lenders so request, Agent, the Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve its original intent in light of such change in GAAP (subject to the approval of the Majority Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP before such change and Company shall provide to Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the monthly, quarterly, and annual financial statements this Agreement requires.

Accounting Terms and Calculations. Except as may be expressly provided to the contrary hereinextent this Agreement expressly provides to the contrary, all terms of an accounting terms used herein or financial nature shall be interpreted and all accounting determinations hereunder (including, without limitation, determination of compliance with financial ratios and restrictions in Articles VIII and IX hereof) shall be made construed in accordance with GAAP. To , as in effect from time to time; provided that, if Company notifies Agent that Company requests an amendment to any provision of this Agreement to eliminate the extent that effect of any change occurring after the Effective Date in GAAP or in its application on the application thereof from operation of such provision (or if Agent notifies Company that the financial statements referred Majority Lenders request an amendment to in Section 7.5 hereof affects any computation provision of this Agreement for such purpose), regardless of whether any such notice is given before or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred unless the Company and the Required Banks agree in writing on an adjustment to such computation or determination to account for after such change in GAAP or the application thereof. In the instance of in its application, then such change, the Agent, Banks and Company shall negotiate in good faith to promptly agree to such adjustment. Any reference to “consolidated” financial terms provision shall be deemed to refer to those financial terms interpreted on the basis of GAAP as in effect and applied to the Company and its Subsidiaries immediately before such change becomes effective until such notice is withdrawn or amended in accordance with GAAP. Notwithstanding this Section 1.2; and further provided that, notwithstanding any other provision contained hereinof this Agreement, all terms of an accounting or financial nature used herein in this Agreement shall be construed, and all computations of amounts and ratios referred to herein in this Agreement shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any of its Subsidiaries at “fair value”, as defined thereinsuch standards define that term. If at any time any change in GAAP would affect the computation of any financial ratio or requirement in any Loan Document and Company, Agent, or the Majority Lenders so request, Agent, the Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve its original intent in light of such change in GAAP (subject to the approval of the Majority Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP before such change and Company shall provide to Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the monthly, quarterly, and annual financial statements this Agreement requires.